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Gr. Sarantis S.A.

Interim / Quarterly Report Sep 11, 2019

2712_ir_2019-09-11_8c603d23-4f31-4894-888b-a8a5eecdb8e3.pdf

Interim / Quarterly Report

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GR. SARANTIS S.A.

SEMI-ANNUAL FINANCIAL REPORT

of the period from 1st January to 30th June 2019

1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS 4
2. SEMI-ANNUAL BOARD OF DIRECTORS' MANAGEMENT REPORT 6
2.1 INTRODUCTION6
2.2 PERFORMANCE AND FINANCIAL POSITION 6
2.3 SIGNIFICANT EVENTS DURING THE 1ST HALF OF 2019 8
2.4 MAJOR RISKS AND UNCERTAINTIES FOR THE 2nd HALF OF 20198
2.5 FUTURE OUTLOOK AND PROSPECTS10
2.6 RELATED PARTY TRANSACTIONS10
2.7 Information concerning the acquired Treasury Shares according to article 50, paragraph 2, Law 4548/2018 12
2.8 SIGNIFICANT EVENTS AFTER THE END OF THE FIRST HALF 201912
2.9 ALTERNATIVE PERFORMANCE MEASURES ("APMs")14
3. REVIEW REPORT OF THE INTERIM FINANCIAL INFORMATION16
4. INTERIM CONDENSED FINANCIAL STATEMENTS 18
4.1 STATEMENT OF FINANCIAL POSITION 19
4.2 INTERIM CONDENSED ITEMS OF THE STATEMENT OF INCOME 20
4.3 INTERIM CONDENSED STATEMENT OF CHANGES IN GROUP'S EQUITY FOR THE PERIOD21
4.4 INTERIM CONDENSED STATEMENT OF CHANGES IN COMPANY'S EQUITY FOR THE PERIOD 22
4.5 INTERIM CONDENSED STATEMENT OF CASH FLOWS 23
4.6 NOTES ON THE INTERIM CONDENSED FINANCIAL STATEMENTS 24
4.6.1 The Company 24
4.6.2 Group Structure 24
4.7 BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS 25
4.7.1 Compliance with IFRS 25
4.7.2 Basis for the preparation of the financial statements25
4.7.3 Approval of financial statements 25
4.7.4 Covered Period25
4.7.5 Presentation of the financial statements25
4.7.6 Significant judgments and estimations by Management25
4.7.7 Significant Accounting Policies25
4.8 FINANCIAL RISK MANAGEMENT 31
4.8.1 Capital Management31
4.8.2 Financial Instruments32
4.8.3 Definition of fair values32
4.9 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS 33
4.9.1 Segment Reporting33
4.9.2 Investments in associate companies34
4.9.3 Goodwill 34
4.9.4 Inventories 35
4.9.5 Trade and other receivables35
4.9.6 Cash & cash equivalents36
4.9.7 Financial Assets at Fair Value through Results36
4.9.8 Trade and other liabilities 36
4.9.9 Provisions and other long-term liabilities 37
4.9.10 Loans 37
4.9.11 Income Tax 37
4.9.12 Financial Income / Expenses 38

4.9.13 Share Capital 38
4.9.14 Earnings per Share 38
4.9.15 Dividends39
4.9.16 Treasury Shares39
4.9.17 Table of Changes in Fixed Assets40
4.9.18 Number of Employees44
4.9.19 Legal Cases 44
4.9.20 Contingent Liabilities44
4.9.21 Events after the Balance Sheet Date44
4.9.22 Transactions with Related Parties45
4.9.23 Business Units and Geographical Analysis Tables47

1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS

Statements by Members of the Board of Directors (according to article 5 of Law 3556/2007)

It is hereby declared that to our knowledge:

a) The Semi-Annual Condensed Financial Statements (Parent and Consolidated) of the company "GR. SARANTIS S.A." for the period from 1 January 2019 to 30 June 2019, which were prepared according to the International Financial Reporting Standards (IFRS) that were adopted by the European Union and specifically based on the International Accounting Standard (IAS) 34 "Interim Financial Reporting", accurately present the assets and liabilities, equity and results for the aforementioned period of the Company as well as those of the companies included in the consolidation, considered as a whole, according to the provisions of paragraphs 3 to 5 of article 5, Law 3556/2007.

b) The Semi-Annual Report of the Board of Directors reflects in a true manner the information required according to the paragraph 6 of article 5 of Law 3556/2007, namely the significant events that took place during the first half of the fiscal year and their effect on the semi-annual financial statements, the development, performance and financial position of the Company as well as of the businesses included in the Group consolidation, considered as a whole, including the description of the principal risks and uncertainties for the second half of the fiscal year, and also the significant transactions that concerned the Company and the businesses included in the consolidation, and furthermore the transactions with the related parties.

Marousi, 10 September 2019 The Members of the Board

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN OF THE BOARD
& CHIEF EXECUTIVE OFFICER
THE GROUP'S CHIEF FINANCIAL
OFFICER & BOARD MEMBER
GRIGORIS SARANTIS KYRIAKOS SARANTIS KONSTANTINOS ROZAKEAS
ID NO. Χ 080619/03 ID NO. ΑΙ 597050/2010 ID NO. ΑΚ 783631/13

SEMI-ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 01.01.2019 – 30.06.2019

SEMI-ANNUAL FINANCIAL REPORT FOR THE PERIOD: 1/1/2019 – 30/06/2019 5

2. SEMI-ANNUAL BOARD OF DIRECTORS' MANAGEMENT REPORT

SEMI-ANNUAL BOARD OF DIRECTORS' MANAGEMENT REPORT OF THE COMPANY GR. SARANTIS S.A.

on the Financial Statements for the period from 1 January to 30 June 2019

2.1 INTRODUCTION

The present report of the Board of Directors of "GR. SARANTIS S.A." (henceforth the "Company") has been compiled according to the provisions of article 5 of Law 3556/2007 as well as to the relevant decisions of the Board of Directors of the Hellenic Capital Market Commission and refers to the Interim Condensed financial statements (Consolidated and Separate) of 30th June 2019 and of the semi-annual period that ended on the above date.

The Report is included in the semi-annual financial report of the period 1.1.2019 - 30.06.2019, together with the Company's financial statements and other information and statements required by law.

The present report briefly presents the Company's financial information for the first half of the year 2019, significant events that occurred during the above mentioned period and their effects on the semi-annual financial statements. The report also includes a description of the basic risks and uncertainties the Group's companies may face during the second half of the current year. Finally significant transactions between the issuer and its related parties are also presented.

The semi-annual separate and consolidated financial statements have been compiled according to the International Financial Reporting Standards (IFRS) which were adopted by the European Union and specifically based on the International Accounting Standard (IAS) 34 "Interim Financial Reporting".

The current Report also presents the Alternative Performance Measures in paragraph 2.9.

2.2 PERFORMANCE AND FINANCIAL POSITION

The consolidated turnover amounted to €172.19 mil. from €160.27 mil. in H1 2018, up by 7.43%, supported on the one hand by successful new product launches and new businesses added, which are combined with an efficiently executed and well balanced communication plan, and on the other hand by the Group's successful commercial approach across all distribution channels across the Group's countries. The foreign markets exhibited an increase of 12.37% and the Greek market, as anticipated, recovered from the slow start of the year, posting a 0.82% drop in the first half of 2019 compared to the previous year's first half.

The Group's Gross Profit stood at €63.96 mil. during H1 2019 from €62.87 mil. in last year's first half, up by 1.72%. The Group's Gross Profit margin during H1 2019 stood at 37.14% from 39.23% in the previous year's first half.

The Group's commitment behind continued productivity improvement and balanced costs, combined with the sales growth, resulted in significant profitability growth.

Specifically:

  • EBITDA * was up by 17.67% to € 21.04 mil. from €17.88 mil. in Η1 2018, with an EBITDA margin of 12.22% from 11.15% in Η1 2018.

  • EBIT reached € 15.66 mil. during Η1 2019, increased by 5.57% versus €14.84 mil. and EBIT margin stood at 9.10% from 9.26% in Η1 2018.

  • EBT settled at €16.54 mil. from €14.39 mil., up by 14.90%, with the EBT margin reaching 9.61% from 8.98% in last year's first half.

  • Net Profit reached €13.65 mil. from €11.84 mil. in the previous year up by 15.33%, while Net Profit margin settled at 7.93% from 7.39% in H1 2018.

*Alternative Performance Measures, as defined within paragraph 2.9.

Sarantis Group exhibits a healthy financial position, supported by the improving profitability of the business and balanced capital expenditure. The strong cash generated by the business is invested behind initiatives to accelerate growth, either organically or through acquisitions, and to return value to its shareholders.

Within 2019, the Group paid a dividend for FY 2018 of approximately €10 mil. (0.14311 euros per share).

As of the end of the first half of 2019 the Group maintains a net debt position of €26.28 mil. vs a net debt position of €11.53 mil. at the end of 2018. This is partly due to an increase in the total debt position of the Group by c. €11 mil. and partly due to cash outflow driven by the Group's investment plan.

Operating working capital requirements over sales stood at 39.91% during H1 2019 vs 37.70% in H1 2018.

The increased level of working capital requirements during the first half of the year is typical and is related to the Group's seasonal business. In addition to the increase in receivables which is related to seasonality, inventory level is higher during 2019 because of new businesses added and product relaunches, as well as increased product storage needs in preparation of the production plant expansion at Oinofoita.

With regards to the business unit analysis by product, Cosmetics sales were up by 4.21% yoy to €77.26 mil. in H1 2019 from €74.14 mil. in H1 2018, supported by growth in the distributed brands portfolio, that contributes 34.18% within Cosmetics category and increased by 16.36%.

Cosmetics participation to total Group turnover stood at 44.87%. Sales of Household Products increased by 14.95% amounting to €66.35 million from €57.72 million in the previous year's first half, supported by the own brands subcategory that increased by 15.45%. The category's participation to total Group turnover amounted to 38.53%.

The category "Private Label" represents sales of Polipak, the Polish packaging products company, which specializes on the production of private label garbage bags. Sales of this category exhibited a 7.68% increase in H1 2019 amounting to €9.61 mil. from €8.92 mil. in H1 2018.

The category of Other Sales was down in sales by 2.66%, driven mostly by the sales in the Health & Care category that decreased by 9.39%.

Regarding the operating profit by product business unit, Cosmetics EBIT decreased by 12.18% in H1 2019 to €3.91 million from €4.45 million in the previous year's first half, driven by the own cosmetics subcategory due to lower sales. The margin of Cosmetics stood at 5.06% in H1 2019.

The EBIT of Household Products posted an increase of 7.63% during H1 2019 to €5.96 million from €5.53 million in H1 2018, driven by the own brands subcategory that was up by 8.62%. The EBIT margin of the household products stood at 8.98% during H1 2019 and their participation to total Group EBIT settled at 38.03% in H1 2019.

Private Label category exhibited a reduction in EBIT of 36.69% to €0.46 mil. from € 0.73mil. due to the phasing of orders in combination with the production capacity not being fully utilized during the first half.

The EBIT of the Other Sales category was up to € 1.05 mil. from € 0.42 mil. driven by both subcategories of Selective and Health & Care products.

The income from Associated Companies represents the income from the Estee Lauder JV that stood at €4.28 mil. up by 15.76% vs last year's first half.

As for the geographical analysis, the Foreign Counties sales amounted to €112.69 mil. in H1 2019 up by 12.37% from €100.28 mil. during H1 2018. On a currency neutral basis, that is without the FX devaluation effect, Foreign Countries sales were up by 12.93% in H1 2019.

Greek sales, as expected, recovered significantly from the slow start of the year and reached €59.50 mil. in H1 2019 from € 59.99 mil. in H1 2018, down by 0.82%. However, it is noted that the increasing trend on sales is continued within July and August, on the back of seasonal sales, therefore a further improvement in sales is anticipated.

Concerning operating profits by region, the Greek EBIT during H1 2019 increased by 6.09% to €10.66 mil., from €10.05 mil. in H1 2018.

Excluding the income from Associated companies, Greek EBIT during H1 2019 amounted to €6.37 mil. up by 0.46% compared to €6.35 mil. in the same period of last year, on the back of balanced allocation of operating expenses.

Greek EBIT margin, excluding income from Associated Companies, stood at 10.71% during H1 2019 from 10.58% in H1 2018.

The foreign countries EBIT was up by 4.46% during H1 2019, amounting to €5.00 mil. from 4.79 mil. in last year's first half. The foreign countries EBIT margin settled at 4.44% from 4.78% in the same period last year.

It is noted that:

  • The breakdown by product category and by geographical region is presented in detail in section 4.9.23 "Business Units and Geographical Analysis Tables".

  • References to sales in Greece are made at Group level, that is, having eliminated intra-group transactions.
  • References to the EBIT of Greece, as well as to the EBIT of the other countries, relate to the operating profitability as monitored by the management in order to serve the evaluation of the performance and to make a more efficient decision-making.

2.3 SIGNIFICANT EVENTS DURING THE 1ST HALF OF 2019

Following the General Shareholders Meeting resolution dated June 18th 2019, the company GR. SARANTIS S.A. announced the distribution of dividend payment for the fiscal year 2018 amounting to 0.14311 euro per share. According to the legislation in force, the dividend corresponding to the company's 2,731,600 treasury shares was applied to the dividend paid out to the other shareholders and hence the dividend was increased to 0.14893 euro per share.

The aforementioned dividend amount was subject to a 10% withholding tax and therefore shareholders received a net amount of 0.134037 euro per share.

July 24th 2019 was set as the ex-dividend date, while the entitled shareholders were those registered in the Dematerialized Securities System on July 25th 2019 (Record date).

The dividend payment took place on Wednesday, July 31st 2019 via the National Bank of Greece through the authorized operators of the beneficiary shareholders registered with the D.S.S.

2.4 MAJOR RISKS AND UNCERTAINTIES FOR THE 2nd HALF OF 2019.

The Group is exposed to financial and other risks, including the unforeseen changes in interest rates, credit risks and liquidity risks. The Group's overall risk management program aims at minimizing the possible negative effects from such risks on its financial performance. The Group's financial instruments consist mainly of deposits with banks, trade accounts receivable and payable, loans and dividends payable.

2.4.1 Foreign exchange risk

The Group operates in an environment characterized by relatively high foreign exchange risk given that almost 65% of the Group's total turnover comes from Eastern European countries where the volatility of foreign exchange rates is likely to be high. The management of the Group is constantly examining the currencies' fluctuations, but at the moment it has not taken any measures against the foreign exchange risk due to the lack of appropriate hedging tools.

2.4.2 Interest rate risk

The interest rate risk emerges from the relation between the cost of debt and the subsequent effect of any interest rate changes on the earnings and cash flows. The Group's objective is to achieve an optimal balance between borrowing cost and the potential effect of any interest rate changes on earnings and cash flows. The Group monitors and manages its debt and overall financing strategies using a combination of short and long-term debt. It is policy of the Group to continuously review interest rate trends along with its financing needs. Daily working capital requirements are typically financed with operational cash flow and through the use of various committed lines of credit. The interest rate on these short-term borrowing arrangements, is generally determined as the interbank offering rate at the borrowing date plus a pre-set margin. The mix of fixed-rate debt and variable-rate debt is managed within Group policy guidelines.

2.4.3 Credit risk

Credit risk is the risk that a counterparty will cause the Group and the Company to suffer a financial loss because of the obligation to settle the liabilities. The maximum credit risk to which the Group and the Company are exposed at the date of the preparation of the financial statements is the book value of their financial assets. Financial assets classified as at fair value through profit or loss are viewed not to expose the Group and the Company to material credit risk.

The greater part of the risk is found in the event that the debtor - customer of the Group may default on contractual obligations resulting in material loss to the Group. The Group's receivables come from wholesale, while a large part of its receivables come from large customers. The financial position of the customers is continuously monitored by the Group companies, which both control the amount of credit provisions and the credit limits of the accounts and, on the other hand, try to effectively manage the receivables before they become overdue but also when they become overdue or doubtful. Where necessary, additional collateral is required with guarantees. In order to monitor credit risk, customers are grouped according to the category they belong to, their credit risk characteristics,

the maturity of their receivables and any previous problematic receivables that they have demonstrated, taking into account future factors as well as the economic environment.

The Group and the Company apply the simplified approach of IFRS 9 for the calculation of expected credit losses and recognize impairment losses for expected credit losses for all financial assets other than those measured at fair value through profit or loss.

2.4.4 Liquidity risk

The liquidity risk refers to a case when the Group is not in position to fulfill its obligations with regard to money payments. Prudent liquidity risk management implies the existence of a balance between cash flows as well as funding through adequate amounts of committed credit facilities. The Group closely monitors the amount of funding as well as the short-term and long-term funding with respect to total debt and the composition of total debt, and it manages the risk that could arise from the lack of sufficient liquidity and secures that necessary borrowing facilities are maintained. The Group has sufficient credit line facilities that could be utilized to fund any potential shortfall in cash resources. The Group manages and monitors its working capital in order to minimize any possible liquidity and cash flow risks.

2.4.5 Raw material price risk

The Group is exposed to price volatility in the basic raw materials it uses for products that manufactures in its own production facilities.

  • The basic raw materials used by the Group for the Perfume, Cosmetics and Face Care products are perfumes, oils and chemicals.

The prices of raw materials in perfumes, cosmetics and facials do not fluctuate significantly, and any differences are eliminated by gradually transferring volumes from one supplier to another when necessary, maintaining active alternative suppliers and creating security stocks.

  • The basic raw materials used by the Group for the categories of household products (food packaging products and plastic waste bags) are aluminum (in jumbo rolls), plastic (PVC / LDPE Clingfilm in Jumbo rolls) and polyethylene (HDPE, LDPE, LLDPE).

Regarding the effect of fluctuations in the prices of aluminum and plastic, the Group proceeds to the closing of price at short intervals, and in addition creates a security stock when it deems it necessary.

2.4.6 Compliance risk

The incomplete compliance with the legal regulatory framework that governs the Group could lead to penalties and other fines, so by this way it will negatively affect the financial position and, as a result its reputation.

Regulatory compliance issues that are recognized by the management are as follows:

    1. Issues related to commercial legislation
    1. Taxation and labor issues
    1. Issues related to the Capital Market Committee and the Stock Exchange
    1. Issues related to the protection of personal data
  • Issues covered by the Code of Ethics (fraud, bribery, child labor, work safety and work practices, issues relating to free competition, etc.)

  • Issues relating to the protection of the environment and the operation of the production facilities.

  • Issues relating to product safety and certification (e.g. EFET) where provided, as well as to the protection of consumers.

The relevant body that is responsible for assessing the risks is the Execution Committee. Each group of risks shall be examined separately. The likelihood of occurrence, the potential effect and the level of the organization's abundance are estimated, and then the optimum actions are being proposed. Subsequently the Group assigns the personnel responsible for the management who implement the agreed actions and inform the administration about the results of these actions.

2.5 FUTURE OUTLOOK AND PROSPECTS

The management's capability in staying ahead of a very competitive operating landscape and growing the business while implementing its investment plan is reflected in the significant progress of its financial performance.

New product development, product quality, geographical expansion and commercial excellence across all distribution channels and geographies remain amongst the management's top priorities, while the balanced allocation of resources and management of expenses are key to the Group's profitable growth.

Key elements of the Group's strategy remain the identification of acquisitions that can provide additional value to the business, which together with the positive operating leverage can support the Group's profitability and provide the fuel for further investments behind growth.

Part of the Group's investment plan is the optimization and modernization of the supply chain and production processes. This is of strategic importance for the scale of the business and a key driver of the Group's future expansion.

The management is looking to the second half of 2019 with optimism, well positioned to reach the estimates published in the 2019 Guidance.

For 2019 the management expects Group sales of 384 mil. euros up by 11.6%, EBITDA growth of 10.3% to 51.82 mil. euros and Net Income growth of 11.2% at 36.20 mil. euros.

At the same time, the Group's investment plan serves the management's long-term strategy that involves increasing further the Group's footprint in its existing region as well as the new territory where the Group has recently penetrated, which, in turn, will bring accelerated top line growth, further improvement on profit margins and added value to the shareholders.

2.6 RELATED PARTY TRANSACTIONS

The most significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are presented below.

Subsidiaries Company
Trade receivables 30.06.2019 31.12.2018
Sarantis Bulgaria LTD 165,130 108,171
Sarantis Romania S.A. 510,236 814,636
Sarantis Polska S.A. 997,840 426,494
Sarantis Czech Republic sro 713,533 763,938
Polipak SP.Z.O.O. 0 7,460
Sarantis Hungary Kft. 186,894 274,109
Sarantis Portugal LDA 1,088,255 1,142,773
Elode France SARL 21,240 19,506
Total 3,683,128 3,557,085
Grand Total Receivables 3,683,128 3,557,085

Trade Liabilities 30.06.2019 31.12.2018
Sarantis Belgrade D.O.O 1,093,859 1,647,316
Sarantis Skopje D.O.O 564,167 902,108
Sarantis Bulgaria LTD 1,859 0
Sarantis Polska S.A. 193,486 246,879
Sarantis Czech Republic sro 0 399
Polipak SP.Z.O.O. 608,808 454,131
Sarantis Hungary Kft. 0 670
Sarantis Portugal LDA 127 0
Sarantis France SARL 55,458 57,181
Total 2,517,763 3,308,683
Liabilities from loans 30.06.2019 31.12.2018
Waldeck LTD 549,433 538,493
Total 549,433 538,493
Grand Total Liabilities 3,067,196 3,847,176

Income

Income from sale of merchandise 01.01 - 30.06.2019 01.01 - 30.06.2018
Sarantis Belgrade D.O.O 1,420,229 1,273,482
Sarantis Skopje D.O.O 331,571 320,459
Sarantis Bulgaria LTD 1,074,977 904,289
Sarantis Romania S.A. 2,995,375 2,956,868
Sarantis Polska S.A. 3,012,812 1,932,222
Sarantis Czech Republic sro 1,508,238 1,168,562
Sarantis Hungary Kft. 343,519 320,527
Sarantis Portugal LDA 506,321 544,114
Total 11,193,041 9,420,522
Other Income 01.01 - 30.06.2019 01.01 - 30.06.2018
Sarantis Belgrade D.O.O 55,523 32,763
Sarantis Banja Luca DOO 4,159 3,870
Sarantis Skopje D.O.O 12,481 9,191
Sarantis Bulgaria LTD 11,626 5,604
Sarantis Romania S.A. 42,101 33,340
Sarantis Polska S.A. 58,359 42,061
Sarantis Czech Republic sro 50,143 42,980
Polipak SP.Z.O.O. 13,700 24,495
Sarantis Hungary Kft. 19,162 19,787
Sarantis Portugal LDA 40,187 39,473
Total 307,441 253,565
Grand Total Income 11,500,482 9,674,088

Expenses and Purchases

Purchases of Merchandise - Services 01.01 - 30.06.2019 01.01 - 30.06.2018
Sarantis Belgrade D.O.O 5
3
14,288
Sarantis Bulgaria LTD 3,683 0
Sarantis Romania S.A. 12,827 29,756
Sarantis Polska S.A. 542,857 593,756
Polipak SP.Z.O.O. 1,579,897 1,682,913
Sarantis Hungary Kft. 8
2
893
Sarantis Portugal LDA 127 0
Total 2,139,526 2,321,607
Expenses – Interest 01.01 - 30.06.2019 01.01 - 30.06.2018
Waldeck LTD 10,939 10,939
Total 10,939 10,939
Grand Total Expenses 2,150,465 2,332,546
Table of Disclosures of Related Parties
Group Company
a) Income 0 11,500,482
b) Expenses 0 2,150,465
c) Receivables 0 3,683,128
d) Liabilities 0 3,067,196
e) Transactions and remuneration of senior executives and management 899,949 602,707
f) Receivables from senior executives and management 82,327 0
g) Liabilities towards senior executives and management 0 0
h) Receivables from affiliates 0 0
i) Payables to affiliates 17,447 17,447

2.7 Information concerning the acquired Treasury Shares according to article 50, paragraph 2, Law 4548/2018

During the first half of 2019, the Company did not proceed with any purchase of treasury shares (own shares).

The share buy-back program, which was approved in accordance with the provisions of article 16 of Codified Law 2190/1920 of the Extraordinary General Meeting, which took place on the 9th of June 2016, has been completed. During the above program, pursuant to Regulations EU/596/2014 and EU/1052/2016, as well as any acceptable practice for servicing the legitimate purposes and uses allowed, the company purchased in total 2,731,600 own common registered shares (adjusted after split), which correspond to 3.91% of its share capital, at an average acquisition price of 4.59 Euro per share, paying a total of 12,528,913 Euros.

As of 30/06/2019, the Company held in total 2,731,600 treasury shares with nominal value of EUR 0.78 per share, corresponding to 3.91% of its share capital.

2.8 SIGNIFICANT EVENTS AFTER THE END OF THE FIRST HALF 2019

  • Sarantis Group announced on July 30th 2019 that it has signed an agreement with Coty for the representation and distribution of Coty Luxury Cosmetics brands in the Greek selective market, starting from 1st September 2019.

The agreement involves the representation and distribution of the following brands:

BALENCIAGA, BOTTEGA VENETA, BURBERRY, CALVIN KLEIN, CHLOE, DAVIDOFF, ESCADA, GUCCI, HUGO BOSS, JIL SANDER, JOOP, LACOSTE, LANCASTER, MARC JACOBS, MIU MIU, NIKOS, PHILOSOPHY, ROBERTO CAVALLI, STELLA MCCARTNEY, and TIFFANY & CO.

The cooperation with COTY reflects the position of Sarantis Group as a supplier within the mass and the selective market.

It is noted that no cost was assumed by Sarantis Group for this agreement.

Through the deal that is fully aligned with its growth strategy, Sarantis Group strengthens its product portfolio in the Greek market, supporting further at the same time its turnover and profitability in the selective distribution channel.

  • Sarantis Group announced on July 30th 2019 the extension of its agreement with Estee Lauder Companies Inc. regarding ELCA Cosmetics Ltd. ELCA Cosmetics Ltd ("ELCA"), is a joint venture created in 2001 for the sale and distribution of beauty products in Greece, Romania, Bulgaria and Cyprus (the "Territory"). ELCA is owned by Sarantis Group (the "Group") which holds a 49% interest in the joint venture and The Estée Lauder Companies Inc. ("EL") which holds the remaining 51% interest.

ELCA is based in Cyprus and fully owns the subsidiary companies ESTEE LAUDER HELLAS S.A., ΕSTEE LAUDER BULGARIA EOOD and ESTEE LAUDER ROMANIA Srl., based in Greece, Bulgaria and Romania respectively.

The Group and EL have agreed to amend the Shareholders Agreement governing ELCA to extend the term of the arrangement from June 30, 2021 to June 30, 2028. The parties have also agreed to expand the Territory to include Moldova.

Based on the new agreement, EL will have the right to increase its interest in ELCA to 100% by purchasing shares held by the Group, including the right to increase its stake based on the financial statements of ELCA at June 30th 2021, June 30th 2024 and June 30th 2027 for the 9%, 25% and 15% respectively.

The Group's strategy with respect to the aforementioned extension will be based on:

  1. Utilizing the liquidity that will be created during the period 2021-2027, in order to further support the Group's investment plan.

This involves acquisitions that satisfy the Group's criteria and are able to provide synergies, contribute to profitability, as well as provide added value to the shareholders.

  1. Absorbing new distribution agreements, which will further strengthen the Group's product portfolio.

The aforementioned strategy is expected to compensate by at least 130% the potential loss from Joint Venture's profitability.

As always, the Group's Management remains committed to its strategic priorities for the future focusing on the development of new products, geographical expansion, increasing economies of scale, cost improvement and acquisitions with the ultimate goal to create added value for its shareholders.

  • Sarantis Group announced on August 13th 2109 that it completed the acquisition of LUKSJA, a Polish cosmetics brand specializing in the personal care products category.

More specifically, Sarantis Group signed an agreement for the acquisition of the LUKSJA trademark that until now belonged to the company PZ Cussons Plc. The acquisition is subject to approval of the Antimonopoly Committee.

LUKSJA is an award winning cosmetics brand boasting a 30-year history of successful presence in the Polish bath and shower market. LUKSJA holds the leading position in the branded bar soap, liquid soap, hand wash and bath foam categories.

LUKSJA products are highly recognized in the market for their high quality, unique fragrances and the constant new product development pipeline that addresses consumer needs and trends.

LUKSJA's FY 2018 sales amounted to 16 mil. euros.

The acquisition cost amounted to 9.222 million GBP and will be funded through own cash.

As part of the deal, Sarantis Group will act as a distributor for other brands of PZ Cussons currently sold in CEE, including Morning Fresh, Carex, Original Source, etc. The estimated sales from the distribution business amounts to 6 mil. euros.

It is noted that no cost was assumed by Sarantis Group for the distribution business.

This acquisition, completely aligned with the Group's strategic growth plan, is a great fit within the Group's portfolio and reinforces its position as a leading consumer products company, supporting further the Group's geographical footprint in its territory. Moreover, LUKSJA offers numerous expansion opportunities by leveraging its strong brand equity to diversify into adjacent subcategories of the personal care market.

2.9 ALTERNATIVE PERFORMANCE MEASURES ("APMs")

The Group utilizes Alternative Performance Measures (APM) in the context of its decision making with regard to the financial, operational and strategic planning as well as for the evaluation and public disclosure of its performance. These APMs serve and facilitate the best understanding of the financial and operating results of the Group, its financial position and the statement of cash flows. The Alternative Performance Measures (APMs) should be always taken into consideration along with the financial results which have been prepared in accordance with the IFRS whereas in no case they replace IFRS.

Definitions and reconciliation of Alternative Performance Measures ("APMs")

a) Profitability ratios

The Group utilizes the following profitability ratios for the purpose of the full analysis of operating results:

EBITDA (Earnings before interest, taxes, depreciation and amortization)

EBITDA is calculated from the financial statements as follows: "Gross operating earnings" plus "Other operating income" minus the "Administrative Expenses" and the "Distribution Expenses" prior to depreciation and amortization. The depreciation and amortization for the Group are presented in the paragraph "Table of Changes in Fixed Assets" of the financial statements.

(Euro million) H1 2019 H1 2018
Gross operating earnings 63.96 62.87
Other operating income +4.74 +4.34
Administrative expenses -9.52 -9.25
Distribution expenses -43.52 -43.12
Depreciation and amortization +5.37 +3.04
Earnings before interest, taxes, depreciation and amortization 21.04 17.88

EBIT (Earnings before interest and taxes)

EBIT equals with the operating earnings of the Group as they are recorded in the financial statements.

ΕΒΤ (Earnings before taxes)

EBT equals with the earnings deriving before the deduction of taxes as they are recorded in the financial statements.

Net Income (Net earnings)

It equals with the earnings distributed to the shareholders of the parent company after the deduction of taxes as they are recorded in the financial statements.

Profitability Margins

For all the above profitability figures, the corresponding profit margin is calculated by dividing each figure with the total turnover.

SEMI-ANNUAL FINANCIAL REPORT FOR THE PERIOD: 1/1/2019 – 30/06/2019 15

(Euro million) H1 2019
Margin
H1 2018
Margin
EBITDA Earnings before interest, taxes, depreciation
and amortization
21,04 12,22% 17,88 11,15%
EBIT Earnings before interest and taxes 15,66 9,10% 14,84 9,26%
EBT Earnings before taxes 16,54 9,61% 14,39 8,98%
Net Income Net Earnings 13,65 7,93% 11,84 7,39%

The figures of 2019 have been adjusted according to IFRS 16 "Leases" – A relevant explanation is provided in paragraph 4.7.7 "Significant Accounting Policies".

b) Net debt

The net debt comprises a figure which depicts the capital structure of the Group. It is calculated by adding the short-term loans to the long-term loans and then by deducting the cash and cash equivalents as well as the "Financial Assets at fair value through results", since they are considered to be liquid items. The relevant calculations are presented in the following table:

(Euro million) H1 2019 FY 2018
Long-term loans 40.50 38.00
Short-term loans 16.30 7.72
Cash and cash equivalents 27.28 32.78
Other financial assets 3.25 1.42
Net Debt 26.28 11.53

c) Operating Working Capital

Operating working capital comprises a figure which depicts the liquidity of the Group. The calculations are presented as follows:

(Euro million) H1 2019 H1 2018
Trade receivables 104.16 93.93
Inventories 93.20 78.88
Suppliers 55.32 54.44
Operating working capital 142.04 118.37
Operating working capital / Sales 39.91% 37.70%

Marousi, 10 September 2019

The Board of Directors

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN OF THE BOARD &
CHIEF EXECUTIVE OFFICER
THE GROUP'S CHIEF FINANCIAL
OFFICER & BOARD MEMBER
GRIGORIS SARANTIS KYRIAKOS SARANTIS KONSTANTINOS ROZAKEAS

ID NO. Χ 080619/03 ID NO. ΑΙ 597050/2010 ID NO. ΑΚ 783631/13

3. REVIEW REPORT OF THE INTERIM FINANCIAL INFORMATION

To the Board of Directors of "GR. SARANTIS S.A."

Introduction

We have reviewed the accompanying interim condensed separate and consolidated statement of financial position of "GR. SARANTIS S.A." as at 30 June 2019 and the related condensed separate and consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes that comprise the interim condensed financial information, which is an integral part of the six-month financial report as required by the Law 3556/2007.

Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with the International Financial Reporting Standards as adopted by the European Union and applied to Interim Financial Reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, as incorporated into the Greek Legislation and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.

Report on other legal and regulatory requirements

Our review has not revealed any material inconsistency or misstatement in the statements of the members of the Board of Directors and the information of the six-month Board of Directors Report, as defined in articles 5 and 5a of Law 3556/2007, in relation to the accompanying interim condensed financial information.

BDO Certified Public Accountant S.A. 449 Mesogion Av, Athens- Ag. Paraskevi, Greece Reg. SOEL: 173

Ag. Paraskevi, 10 September 2019 Certified Public Accountant

John V. Kalogeropoulos Reg. SOEL: 10741

INTERIM CONDENSED FINANCIAL STATEMENTS

SEMI-ANNUAL FINANCIAL REPORT FOR THE PERIOD: 1/1/2019 – 30/06/2019 17

4. INTERIM CONDENSED FINANCIAL STATEMENTS

Those responsible for the preparation of the Interim Financial Statements of the period 01/01 – 30/06/2019 are the signatories at the end of the Financial Statements.

4.1 STATEMENT OF FINANCIAL POSITION

Group Company
Amounts in € Note 30.06.2019 31.12.2018 30.06.2019 31.12.2018
ASSETS
Non-current assets 155,572,669 140,342,273 102,466,413 96,411,206
Tangible fixed assets 4.9.17 60,349,940 56,554,017 35,009,490 33,974,494
Right of use 4.7.7 13,186,395 0 5,292,334 0
Investments in Property 4.9.17 1,097,416 1,111,266 190,146 190,146
Intangible assets 4.9.17 52,288,699 53,016,769 17,247,393 17,786,371
Company goodwill 4.9.3 7,922,345 7,928,988 1,100,000 1,100,000
Deferred tax assets 842,943 734,581 0 0
Investments in subsidiaries, associates 4.9.2 19,244,081 20,554,060 43,166,849 43,166,849
Other long-term receivables 640,849 442,592 460,202 193,346
Current assets 235,359,316 214,361,623 118,412,712 111,556,492
Inventories 4.9.4 93,198,019 79,746,481 43,697,106 38,597,165
Trade receivables 4.9.5 104,160,402 94,640,764 49,211,638 41,495,554
Other receivables 4.9.5 5,563,684 3,788,784 17,895,617 17,769,862
Cash & cash equivalents 4.9.6 27,275,725 32,779,766 3,806,128 11,669,266
Financial assets at fair value through profit and loss 4.9.7 3,249,262 1,415,190 3,249,262 1,415,190
Prepayments and accrued income 1,912,225 1,990,638 552,962 609,455
Total Assets 390,931,984 354,703,896 220,879,125 207,967,699
Shareholders' EQUITY:
Share capital 4.9.13 54,504,438 54,504,438 54,504,438 54,504,438
Share premium account 4.9.13 40,676,356 40,676,356 40,676,356 40,676,356
Reserves 11,500,416 10,942,261 62,959,204 72,816,477
Profit (losses) carried forward 118,759,780 115,801,405 -40,216,633 -42,037,541
Total Shareholders' Equity 225,440,989 221,924,459 117,923,364 125,959,729
Non controlling interest: 2,824,664 2,704,462 0 0
Total Equity 228,265,653 224,628,921 117,923,364 125,959,729
LIABILITIES
Long-term liabilities 58,861,035 46,192,652 47,870,900 40,848,663
Loans 4.9.10 40,500,000 38,000,000 40,500,000 38,000,000
Lease liabilities 9,925,768 0 3,954,074 0
Deferred tax liabilities 5,780,629 5,772,151 1,367,726 1,058,580
Provisions for post employment employee benefits 2,134,233 1,878,697 2,049,099 1,790,083
Provisions - Long-term liabilities 4.9.9 520,405 541,804 0 0
Short-term liabilities 103,805,296 83,882,322 55,084,861 41,159,307
Suppliers 4.9.8 55,319,942 62,612,807 29,713,033 28,069,170
Other liabilities 4.9.8 16,993,376 6,365,807 17,292,862 7,822,071
Income taxes - other taxes payable 6,364,797 4,562,074 2,559,045 1,656,427
Loans 4.9.10 16,304,247 7,720,618 3,000,000 3,000,000
Lease liabilities 3,752,397 0 1,721,723 0
Accruals and deferred expenses 5,070,538 2,621,016 798,198 611,640
Total Equity & Liabilities 390,931,984 354,703,896 220,879,125 207,967,699

Since 01/01/2019, the Group and the Company adopted the IFRS 16 by applying the cumulative effect method, according to which the comparative information is not being restated. Analytical information is provided in paragraph 4.7.7 "Significant accounting policies".

4.2 INTERIM CONDENSED ITEMS OF THE STATEMENT OF INCOME

Note Group Company
Amounts in € 01.01 - 30.06.2019 01.01 - 30.06.2018 01.01 - 30.06.2019 01.01 - 30.06.2018
Total Activities Total Activities Total Activities Total Activities
Revenue 4.9.1 172,189,157 160,273,771 70,689,663 69,409,841
Cost of sales -108,232,059 -97,400,372 -43,636,027 -41,419,728
Gross operating profit 63,957,098 62,873,399 27,053,636 27,990,113
Other operating income 4,740,610 4,336,161 468,241 403,344
Administrative expenses -9,516,858 -9,252,624 -4,732,644 -4,730,413
Distribution expenses -43,518,138 -43,119,914 -20,806,335 -21,711,629
Operating profit (loss) 15,662,712 14,837,022 1,982,898 1,951,415
Financial income-expenses 4.9.12 876,359 -443,284 259,050 91,633
Gain (loss) from revaluation of fixed assets 0 0 0 0
Earnings (loss) before taxes 16,539,070 14,393,738 2,241,948 2,043,048
Income tax 4.9.11 -2,658,845 -2,920,075 0 0
Deferred tax 4.9.11 94,911 627,988 -301,060 84,508
Earnings (loss) after the deduction of tax (A) 13,975,136 12,101,651 1,940,889 2,127,556
Shareholders of the parent 13,652,993 11,837,952 1,940,889 2,127,556
Non controlling interest 322,144 263,700 0 0
Other Comprehensive Income:
Items not transferred to the statement of
comprehensive income:
4,677 -1,687 4,677 -1,687
Profit/Loss from actuarial study 6,236 -2,376 6,236 -2,376
Actuarial study deferred tax -1,559 689 -1,559 689
Items which may be transferred in future to the
statement of comprehensive income:
-170,312 -1,696,253 0 0
Foreign exchange differences from subsidiaries abroad -170,312 -1,696,253 0 0
Other total income after taxes (Β) -165,635 -1,697,940 4,677 -1,687
Total comprehensive income after taxes (A) + (B) 13,809,501 10,403,711 1,945,566 2,125,870
Owners of the parent 13,498,460 10,209,653 1,945,566 2,125,870
Non controlling interest 311,041 194,059 0 0
Earnings (loss) per share, which correspond to the
parent's shareholders for the period
4.9.14 0.2033 0.1730 0.0289 0.0311

Since 01/01/2019, the Group and the Company adopted the IFRS 16 by applying the cumulative effect method, according to which the comparative information is not being restated. Analytical information is provided in paragraph 4.7.7 "Significant accounting policies".

4.3 INTERIM CONDENSED STATEMENT OF CHANGES IN GROUP'S EQUITY FOR THE PERIOD

Attributed to shareholders of the parent
Amounts in € Share Capital Share Premium Readjustments
Reserve and other
reserves
Balance of profit
/ losses
Total Non-controlling
interests
Total
Balance as at 1 January 2018 54,155,050 41,025,743 8,599,334 96,223,695 200,003,822 1,431,345 201,435,168
Effect due to adoption of IFRS 9 -1,115,000 -1,115,000 -1,115,000
Adjusted balances as at 1st January 2018 54,155,050 41,025,743 8,599,334 95,108,695 198,888,822 1,431,345 200,320,168
Total comprehensive income for the period
Net profit for the period 11,837,952 11,837,952 263,700 12,101,651
Other comprehensive income
Foreign exchange differences -1,626,612 -1,626,612 -69,641 -1,696,253
Reserve due to actuarial study -1,687 -1,687 -1,687
Total other comprehensive income 0 0 -1,687 -1,626,612 -1,628,299 -69,641 -1,697,940
Total comprehensive income after taxes 0 0 -1,687 10,211,339 10,209,653 194,059 10,403,711
Other transactions registered in Equity
Share capital increase 349,387 -349,387 0 0
Distributed dividends -9,400,424 -9,400,424 -141,263 -9,541,687
Δικαιώματα μειοψηφίας λόγω εξαγοράς ποσοστού θυγατρικής 0 659,984 659,984
Formation of reserves 1,128,648 -1,128,648 0 0
Tax due to aggregation of capital -3,494 -3,494 0 -3,494
Change from associates -375 -375 0 -375
Total other transactions 349,387 -349,387 1,128,648 -10,532,940 -9,404,292 518,721 -8,885,571
Balance as at 30 June 2018 54,504,438 40,676,356 9,726,295 94,787,094 199,694,183 2,144,125 201,838,308
Balance as at 1 January 2019 54,504,438 40,676,356 10,942,261 115,801,405 221,924,459 2,704,462 224,628,921
Effect due to adoption of IFRS 16 18,106 18,106 18,106
Adjusted balances as at 1st January 2019 54,504,438 40,676,356 10,942,261 115,819,512 221,942,565 2,704,462 224,647,027
Total comprehensive income for the period
Net profit for the period 13,652,993 13,652,993 322,144 13,975,136
Other comprehensive income
Foreign exchange differences -159,210 -159,210 -11,102 -170,312
Reserve due to actuarial study 4,677 4,677 4,677
Total other comprehensive income 0 0 4,677 -159,210 -154,532 -11,102 -165,635
Total comprehensive income after taxes 0 0 4,677 13,493,783 13,498,460 311,041 13,809,501
Other transactions registered in Equity
Distributed dividends -10,000,037 -10,000,037 -190,839 -10,190,876
Formation of reserves 553,478 -553,478 0 0
Total other transactions 0 0 553,478 -10,553,515 -10,000,037 -190,839 -10,190,876
Balance as at 30 June 2019 54,504,438 40,676,356 11,500,416 118,759,780 225,440,989 2,824,664 228,265,653

Since 01/01/2019, the Group and the Company adopted the IFRS 16 by applying the cumulative effect method, according to which the comparative information is not being restated. Analytical information is provided in paragraph 4.7.7 "Significant accounting policies".

4.4 INTERIM CONDENSED STATEMENT OF CHANGES IN COMPANY'S EQUITY FOR THE PERIOD

Attributed to shareholders of the parent
Amounts in € Share Capital Share Premium Readjustments
Reserve and other
reserves
Balance of profit
/ losses
Total
Balance as at 1 January 2018 54,155,050 41,025,743 81,581,482 -44,719,278 132,042,996
Effect due to adoption of IFRS 9 -710,000 -710,000
Adjusted balances as at 1st January 2018 54,155,050 41,025,743 81,581,482 -45,429,278 131,332,996
Total comprehensive income for the period
Net profit for the period 2,127,556 2,127,556
Other comprehensive income
Reserve due to actuarial study -1,687 -1,687
Total other comprehensive income 0 0 -1,687 0 -1,687
Total comprehensive income after taxes 0 0 -1,687 2,127,556 2,125,870
Other transactions registered in Equity
Share capital increase 349,387 -349,387 0
Formation of reserves 811,628 -811,628 0
Tax due to aggregation of capital -3,494 -3,494
Distributed dividends -9,400,424 -9,400,424
Total other transactions 349,387 -349,387 -8,588,796 -815,121 -9,403,918
Balance as at 30 June 2018 54,504,438 40,676,356 72,990,999 -44,116,844 124,054,949
Balance as at 1 January 2019 54,504,438 40,676,356 72,816,477 -42,037,541 125,959,729
Effect due to adoption of IFRS 16 18,106.13 18,106
Adjusted balances as at 1st January 2019 54,504,438 40,676,356 72,816,477 -42,019,435 125,977,835
Total comprehensive income for the period
Net profit for the period 1,940,889 1,940,889
Other comprehensive income
Reserve due to actuarial study 4,677 4,677
Total other comprehensive income 0 0 4,677 0 4,677
Total comprehensive income after taxes 0 0 4,677 1,940,889 1,945,566
Other transactions registered in Equity
Distributed dividends -10,000,037 -10,000,037
Formation of reserves 138,087 -138,087 0
Total other transactions 0 0 -9,861,950 -138,087 -10,000,037
Balance as at 30 June 2019 54,504,438 40,676,356 62,959,204 -40,216,633 117,923,364

Since 01/01/2019, the Group and the Company adopted the IFRS 16 by applying the cumulative effect method, according to which the comparative information is not being restated. Analytical information is provided in paragraph 4.7.7 "Significant accounting policies".

4.5 INTERIM CONDENSED STATEMENT OF CASH FLOWS

Group Company
Amounts in € 01.01 - 30.06.2019 01.01 - 30.06.2018 01.01 - 30.06.2019 01.01 - 30.06.2018
Operating Activities
Earnings / (loss) before tax (continuing activities) 16,539,070 14,393,738 2,241,948 2,043,048
Plus/minus adjustments for:
Depreciation/Amortization 5,374,265 3,040,914 2,814,087 1,930,841
Foreign Exchange differences -1,018,109 305,940 12,902 17,338
Results (income, expenses, profits and losses) from investing activities -5,197,981 -4,557,639 -914,349 -773,300
Interest expense and related expenses 1,099,351 981,550 644,284 672,291
Decrease / (increase) in inventories -13,043,886 -9,289,926 -5,099,940 -1,730,688
Decrease / (increase) in receivables -8,359,442 -8,841,096 -7,565,102 -7,007,063
(Decrease) / increase in liabilities (other than to banks) -2,224,104 -2,781,408 2,161,368 -3,087,215
Less:
Interest and related expenses paid -966,100 -1,319,672 -521,768 -882,826
Tax paid -2,085,674 -1,925,445 0 0
Total inflows / (outflows) from operating activities (a) -9,882,610 -9,993,044 -6,226,570 -8,817,573
Investing Activities
Acquisition/Sale of subsidiaries, associates, joint ventures and other investments -799,973 -10,725,742 -978,138 -1,695,354
Purchase of tangible and intangible fixed assets -6,680,704 -4,050,276 -2,411,893 -1,173,411
Proceeds from sale of tangible and intangible assets 69,986 104,537 116 22,321
Interest received 50,744 70,000 11,982 6,746
Dividends received 2,940,001 3,195,880 1 10,880
Total inflows / (outflows) from investing activities (b) -4,419,946 -11,405,600 -3,377,932 -2,828,818
Financing Activities
Proceeds from share capital increase 0 -3,494 0 -3,494
Proceeds from borrowings 12,448,359 28,664,689 4,000,000 25,000,000
Payment of borrowings -1,500,000 -22,509,525 -1,500,000 -12,200,000
Repayments of liabilities from leasing (lease payments) -1,694,294 0 -749,462 0
Dividends paid towards the shareholders of the parent -9,174 -8,717,736 -9,174 -8,717,736
Dividends paid towards the non-controlling interests 0 -142,480 0 0
Total inflows / (outflows) from financing activities (c) 9,244,892 -2,708,546 1,741,364 4,078,770
Net increase / (decrease) in cash and cash equivalents (a+b+c) -5,057,665 -24,107,191 -7,863,138 -7,567,621
Cash and cash equivalents at beginning of period 32,779,766 44,946,833 11,669,266 14,212,976
Effect from foreign exchange differences due to translation to euro -446,377 -81,507 0
Cash and cash equivalents at the end of the period 27,275,725 20,758,135 3,806,128 6,645,355

Since 01/01/2019, the Group and the Company adopted the IFRS 16 by applying the cumulative effect method, according to which the comparative information is not being restated. Analytical information is provided in paragraph 4.7.7 "Significant accounting policies".

4.6 NOTES ON THE INTERIM CONDENSED FINANCIAL STATEMENTS

4.6.1 The Company

Gr. Sarantis SA (the Company) has the legal form of a société anonyme and is the parent company of the Gr. Sarantis SA group (the group).

The Company's domicile is located at 26 Amarousiou – Chalandriou Street, Marousi Greece, The Company's central offices are also located at the same address.

The shares of Gr. Sarantis SA are listed on the main market of the Athens Exchange.

4.6.2 Group Structure

The Group's companies, which are included in the consolidated financial statements, are the following:

Group Structure
Company Domicile Direct
Participation
Percentage
Indirect
Participation
Percentage
Total
Full Consolidation Method
GR. SARANTIS S.A. GREECE PARENT
SARANTIS BULGARIA LTD BULGARIA 0.00% 100.00% 100.00%
SARANTIS ROMANIA S.A. ROMANIA 0.00% 100.00% 100.00%
SARANTIS BELGRADE D.O.O SERBIA 0.00% 100.00% 100.00%
SARANTIS BANJA LUKA D.O.O BOSNIA 0.00% 100.00% 100.00%
SARANTIS SKOPJE D.O.O NORTH MACEDONIA 0.00% 100.00% 100.00%
SARANTIS POLSKA S.A. POLAND 0.00% 100.00% 100.00%
POLIPAK SP.Z.O.O. POLAND 0.00% 70.00% 70.00%
SARANTIS CZECH REPUBLIC sro CZECH REPUBLIC 0.00% 100.00% 100.00%
SARANTIS HUNGARY Kft. HUNGARY 0.00% 100.00% 100.00%
GR SARANTIS CYPRUS LTD CYPRUS 100.00% 0.00% 100.00%
ΖΕΤΑFIN LTD CYPRUS 0.00% 100.00% 100.00%
ΖΕΤΑ COSMETICS LTD CYPRUS 0.00% 100.00% 100.00%
WALDECK LTD CYPRUS 0.00% 100.00% 100.00%
ELODE FRANCE S.A.R.L FRANCE 100.00% 0.00% 100.00%
SARANTIS FRANCE S.A.R.L FRANCE 100.00% 0.00% 100.00%
SARANTIS PORTUGAL Lda PORTUGAL 0.00% 100.00% 100.00%
ASTRID TM A.S. CZECH REPUBLIC 0.00% 100.00% 100.00%
SARANTIS SLOVAKIA S.R.O SLOVAKIA 0.00% 100.00% 100.00%
IVYBRIDGE VENTURES LTD CYPRUS 0.00% 90.00% 90.00%
SARANTIS UKRAINE LLC UKRAINE 0.00% 100.00% 100.00%
ERGOPACK LLC UKRAINE 0.00% 90.00% 90.00%
HOZTORG LLC RUSSIA 0.00% 90.00% 90.00%
Equity Consolidation Method
ΕLCA COSMETICS LTD CYPRUS 0.00% 49.00% 49.00%
ESTEE LAUDER HELLAS S.A. GREECE 0.00% 49.00% 49.00%
ΕSTEE LAUDER BULGARIA EOOD BULGARIA 0.00% 49.00% 49.00%
ESTEE LAUDER ROMANIA S.A. ROMANIA 0.00% 49.00% 49.00%

The company SANECA TRADE CZS.R.O. was absorbed by the company SARANTIS CZECH REPUBLIC S.R.O. during January 2019.

Business Activity

The Group is active in the production and trade of cosmetics, household products and parapharmaceutical items.

The Group's basic activities have not changed since the previous year.

4.7 BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

4.7.1 Compliance with IFRS

The consolidated and separate financial statements of "GR. SARANTIS S.A." are in accordance with the International Financial Reporting Standards (IFRS), which have been issued by the International Accounting Standards Board (IASB) as well as their interpretations which have been issued by the International Financial Reporting Interpretations Committee (IFRIC) of IASB and have been adopted by the European Union.

4.7.2 Basis for the preparation of the financial statements

The interim consolidated financial statements for the period ended on 30th June 2019, have been prepared in accordance with IAS 34 "Interim Financial Reporting". The financial statements do not include all disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the financial statements of the Company and the Group as of 31st December 2018. The latter are available at the Company's website www.sarantisgroup.com .

4.7.3 Approval of financial statements

The interim consolidated financial statements have been approved by the Company's Board of Directors on 10 September 2019.

4.7.4 Covered Period

The present interim consolidated financial statements include the financial statements of "GR. SARANTIS S.A." and its subsidiaries, which together are referred to as the group, and cover the period from January 1st 2019 to June 30th 2019.

4.7.5 Presentation of the financial statements

The present financial statements are presented in €, which is the group's operating currency, namely the currency of the primary economic environment in which the parent company operates.

4.7.6 Significant judgments and estimations by Management

The preparation of the Financial Statements according to the International Accounting Standards requires the implementation of estimations, judgments and assumptions that may affect the accounting balances of assets and liabilities and the required disclosures for contingent receivables and liabilities, as well as the amount of income and expenses recognized.

During the preparation of the current interim condensed financial statements, the significant accounting judgments and estimations that were adopted by the Management in the application of the Group's accounting policies, as well as the major sources for estimation of the uncertainty, remained unchanged as compared to the ones applied in the annual financial statements of 31st December 2018, except for those that concern the adoption of the new IFRS that were set in effect on 1st January 2019 (see note 4.7.7).

4.7.7 Significant Accounting Policies

The significant accounting principles that were applied for the preparation of the interim condensed financial statements of the Group are in agreement with those that were adopted during the preparation of the annual financial statements of the Group for the year ended on 31st December 2018 except for the new standards and interpretations that were adopted and the application of which is mandatory for periods after 1st January 2019.

Furthermore, the financial statements include selected notes for the explanation of events and transactions, which are significant for the understanding of changes in the Group's and Company's financial position as compared to the latest available and published annual financial statements.

a. New Accounting Standards, amendments of standards and Interpretation that were applied in the financial statements

Title Applied for annual
accounting periods
beginning on
IFRS 16 "Leases" 1 January 2019
IFRIC 23 «Uncertainty over Income Tax Treatments» 1 January 2019
IFRS 9 (Amendment) «Prepayment features with negative compensation» 1 January 2019
IAS 28 (Amendment) «Long-term interests in associates and joint ventures» 1 January 2019
Annual improvements in IFRS (Cycle 2015 – 2017) (IFRS 3 «Business Combinations», IFRS
11 «Joint Arrangements», IAS 12 «Income Taxes», IAS 23 «Borrowing Costs»)
1 January 2019
IAS 19 (Amendment) «Defined benefit plan amendment, Curtailment or Settlement» 1 January 2019

Of the above amendments, the standard that significantly affected the preparation of the interim condensed financial statements of 30th June 2019 and resulted into significant changes in the applied accounting policies were the following:

the IFRS 16 "Leases"

The effect of the application of the new standard in the recognition and measurement of transactions is disclosed in the Statement of Changes in Equity and also more analytically in the following notes.

Changes in Accounting Policies

IFRS 16 «Leases»

IFRS 16 replaces IAS 17 "Leases", IFRIC 4 "Determining whether an Arrangement Contains a Lease" and the Interpretations SIC-15 "Operating Leases – Incentives" and SIC-27 "Evaluating the Substance of Transactions in the Legal Form of Lease". The standard introduces the principles for the recognition, measurement, presentation and disclosure of leases and requires from the lessee to recognize all leases with a single model in the financial statements, providing at the same time the right to exclude short-term leases and low value leases.

The accounting treatment of leases for the lessor remains the same with the one of IAS 17. The lessor will continue to classify the leases into operating ones or financial ones by using similar principles with the ones of IAS 17. The Group and the Company were not affected by the adoption of IFRS 16 in cases where the Group or the Company was lessor.

IFRS 16 has a significant effect on the financial statements of the Group and the Company, and especially on the entire assets and liabilities, the results, the net cash flows from operating activities, the net cash flows from financing activities and the presentation of the financial position.

The new requirements affect both the Group and the Company as lessee especially with regard to the leases of buildings and vehicles.

Transition method and practical facilitations applied

The Group and the Company applied IFRS 16 on 1st January 2019 by utilizing the simplified transition approach. According to this method the standard is applied retrospectively and the cumulative effect arising from its adoption is recognized on 1st January 2019 without restating the comparative items.

During the transition into the IFRS 16, the liabilities emanating from the existing operating leases are being discounted according to the relevant discount rate (incremental borrowing rate) and are recognized as liabilities from leasing. The utilization rights of the assets on 1st January 2019 are being recognized via an amount equivalent with the liability from leases, adjusted for the amount of prepaid or accrued leases.

During the first adoption of IFRS 16, the Group used the following practical options provided by the standard:

  • Use of the previous evaluations, performed at the adoption of IAS 17 and of IFRIC 4, for determining whether a contract contains a lease or whether a contract is a lease at the date of initial adoption.
  • Utilization of a single discount rate in a portfolio of leases with similar characteristics.
  • Utilization of the previous evaluations for determining the existence of any burdensome leases.
  • Use of the accounting treatment of operating leases for leases which have a term of less than 12 months from the 1st January 2019.
  • Exception of the initial direct expenses for the measurement of the utilization rights of the fixed assets at the date of initial adoption.
  • Use of subsequent knowledge for the determination of the term of leases with an agreement referring to a condition for the extension or termination of the contract.

Furthermore, the Group selected to use the recognition exceptions of the standard concerning the lease contracts which at their opening date had a term of 12 months or lower and did not include a redemption right (short-term leases), as well as for the leasing of fixed assets with insignificant value (fixed assets of insignificant value) such as for example office equipment (photocopy machines). The payments for the short-term leases and the leasing of fixed assets of insignificant value are being recognized in the results for the year as an expense based on the straight line method. In addition, the Group selected not to separate the elements which are irrelevant to the leasing from the ones that are relevant.

According to the requirements of the new IFRS 16, the Group (as intermediate lessor) has classified sub-leases as financial leases as of 1st January 2019. For these particular sub-leases, the assets incorporating a utilization right that are being subleased were de-recognized and a receivable in relation to leases was recognized. The difference between the book value of the assets with utilization right which were de-recognized and the receivable from leases that was recognized affected the "balance of earnings (losses) carried forward" at the transition date, meaning on 1 st January 2019.

The change in the accounting policy affected the following items of the statement of financial position of the Group and the Company on 1st January 2019:

Group Company
Amounts in € 31.12.2018 IFRS 16 -
Transition
adjustments
01.01.2019 -
Restated
31.12.2018 IFRS 16 -
Transition
adjustments
01.01.2019 -
Restated
ASSETS
Non-current assets 140,342,273 14,349,644 154,691,917 96,411,206 6,259,191 102,670,397
Tangible fixed assets 56,554,017 0 56,554,017 33,974,494 0 33,974,494
Right of use 0 13,991,135 13,991,135 0 5,900,682 5,900,682
Investments in Property 1,111,266 0 1,111,266 190,146 0 190,146
Intangible assets 53,016,769 0 53,016,769 17,786,371 0 17,786,371
Company goodwill 7,928,988 0 7,928,988 1,100,000 0 1,100,000
Deferred tax assets 734,581 0 734,581 0 0 0
Investments in subsidiaries, associates 20,554,060 0 20,554,060 43,166,849 0 43,166,849
Other long-term receivables 442,592 358,509 801,101 193,346 358,509 551,855
Current assets 214,361,623 134,059 214,495,682 111,556,492 134,059 111,690,551
Inventories 79,746,481 0 79,746,481 38,597,165 0 38,597,165
Trade receivables 94,640,764 0 94,640,764 41,495,554 0 41,495,554
Other receivables 3,788,784 158,809 3,947,592 17,769,862 158,809 17,928,671
Cash & cash equivalents 32,779,766 0 32,779,766 11,669,266 0 11,669,266
Financial assets at fair value through profit and loss 1,415,190 0 1,415,190 1,415,190 0 1,415,190
Prepayments and accrued income 1,990,638 -24,750 1,965,888 609,455 -24,750 584,705
Total Assets 354,703,896 14,483,703 369,187,599 207,967,699 6,393,250 214,360,948
Shareholders' EQUITY:
Share capital 54,504,438 0 54,504,438 54,504,438 0 54,504,438
Share premium account 40,676,356 0 40,676,356 40,676,356 0 40,676,356
Reserves 10,942,261 0 10,942,261 72,816,477 0 72,816,477
Profit (losses) carried forward 115,801,405 18,106 115,819,512 -42,037,541 18,106 -42,019,435
Total Shareholders' Equity 221,924,459 18,106 221,942,565 125,959,729 18,106 125,977,835
Non controlling interest: 2,704,462 0 2,704,462 0 0 0
Total Equity 224,628,921 18,106 224,647,027 125,959,729 18,106 125,977,835
LIABILITIES
Long-term liabilities 46,192,652 11,101,931 57,294,584 40,848,663 4,700,356 45,549,018
Loans 38,000,000 0 38,000,000 38,000,000 0 38,000,000
Lease liabilities 0 11,095,403 11,095,403 0 4,693,827 4,693,827
Deferred tax liabilities 5,772,151 6,528 5,778,679 1,058,580 6,528 1,065,108
Provisions for post employment employee benefits 1,878,697 0 1,878,697 1,790,083 0 1,790,083
Provisions - Long-term liabilities 541,804 0 541,804 0 0 0
Short-term liabilities 83,882,322 3,363,665 87,245,988 41,159,307 1,674,788 42,834,095
Suppliers 62,612,807 0 62,612,807 28,068,249 0 28,068,249
Other liabilities 6,365,807 0 6,365,807 7,822,071 0 7,822,071
Income taxes - other taxes payable 4,562,074 0 4,562,074 1,656,427 0 1,656,427
Loans 7,720,618 0 7,720,618 3,000,000 0 3,000,000
Lease liabilities 0 3,363,665 3,363,665 0 1,674,788 1,674,788
Accruals and deferred expenses 2,621,016 0 2,621,016 612,561 0 612,561
Total Equity & Liabilities 354,703,896 14,483,703 369,187,599 207,967,699 6,393,250 214,360,948

The Group possesses various leasing agreements for buildings, machinery, vehicles and other machinery. Usually the leasing agreements have a predetermined duration but at the same time they may have extension or termination options. The duration of each leasing agreement is a subject of separate negotiation and may have different terms and conditions from other leasing contracts.

The Group and the Company present the fixed assets with utilization right and the liabilities from leases on a separate basis in the statement of financial position.

The reconciliation between the commitments from operating leases as at 31st December 2018 (the commitments from operating leases are disclosed in the Note 4.10.27 of the Annual Financial Statements as at 31st December 2018) and the liabilities from leases that were recognized as at 1st January 2019, is as following:

Amounts in Euros Group Company
Obligations arising from operating leases as of 31.12.2018 15,393,688 6,678,751
(Less): short-term leases recognized on 1.1.2019 -634,482 0
Add/(less): adjustments on 1.1.2019 as a result of a
different treatment of extension and termination options
577,460 0
-617 189
Gross lease liabilities as of 1.1.2019 15,336,049 6,678,940
Discounting 876,980 310,324
Lease liabilities as of 1.1.2019 14,459,069 6,368,616

During the 1st January 2019, the average weighted discount rate that was applied for the Company and the Group settled at 2.5%.

The increase of liabilities related to leasing resulted into the corresponding increase of the net bank debt.

The assets incorporating utilization rights as of 30th June 2019 were as follows:

Group

Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
installations and
other equipment
Vehicles Furniture and
other equipment
Total
Acquisition cost 1.1.2019 246,291 10,401,898 0 3,246,586 96,361 13,991,135
Additions 0 586,507 0 342,945 0 929,451
Foreign exchange differences 16,435 13,811 0 -3,733 -1,449 25,064
Values as at 30.06.2019 262,725 11,002,215 0 3,585,798 94,912 14,945,650
Land - fields Buildings, building
facilities and
technical projects
Machinery, technical
installations and
other equipment
Vehicles Furniture and
other equipment
Total
Depreciations 1.1.2019 0 0 0 0 0 0
Depreciations for the Period 4,652 1,152,669 0 593,243 5,672 1,756,235
Foreign exchange differences 109 2,758 0 146 7 3,020
Depreciations 30.06.2019 4,761 1,155,427 0 593,388 5,679 1,759,255
Net book value as at 30.06.2019 257,965 9,846,788 0 2,992,410 89,233 13,186,395

Company

Land - fields Buildings, building
facilities and
technical projects
Machinery,
technical
installations
and other
equipment
Vehicles Furniture and
other equipment
Total
Acquisition cost 1.1.2019 0 3,764,903 0 2,135,779 0 5,900,682
Additions 0 0 0 135,180 0 135,180
Values as at 30.06.2019 0 3,764,903 0 2,270,959 0 6,035,862
Land - fields Buildings, building
facilities and
technical projects
Machinery,
technical
installations
and other
equipment
Vehicles Furniture and
other equipment
Total
Depreciations 1.1.2019 0 0 0 0 0 0
Depreciations for the Period 0 441,432 0 302,096 0 743,528
Depreciations 30.06.2019 0 441,432 0 302,096 0 743,528
Net book value as at 30.06.2019 0 3,323,471 0 1,968,863 0 5,292,334

The Group's and the Company's statement of income during the first half of 2019 includes an amount concerning the amortization of utilization rights of € 1,756,235 and € 743,528 respectively, of financial expenses for leasing liabilities amounting to € 172,951 and € 73,115 respectively, and also of financial income for leasing assets of the Company and the Group for an amount of € 5,883.

The Group performed estimations in order to determine the duration of the leasing contracts incorporating renewal rights and where the Group is lessor. The assessment of the Group regarding its certainty to exercise such renewal rights determines the duration of the leases and therefore affects significantly the amount of leasing liabilities and the utilization rights that are being recognized.

Accounting policy of leases after 1st January 2019

Since 1st January 2019, the leases are being recognized in the statement of financial position as a utilization right of the assets and as a leasing liability at the date when the leased fixed asset becomes available for use except for

  • Short-term leases and
  • Leases of fixed assets with insignificant value

The lease liabilities are initially measured at the present value of leases which were not paid at the commencement of lease. They are discounted with the implied lease rate or, if this particular rate cannot be determined from the agreement, via the interbank rate (IBR). The latter is defined as the cost which the lessor would have to pay in order to borrow the necessary capital and then purchase an asset of similar value with the leased asset in a similar financial environment and with similar terms and conditions.

Following their initial measurement, the lease liabilities are increased due to their financial cost or are reduced due to the payment of the leases. Finally, they are re-measured whenever there is a change: a) in the leases due to the change of an indicator, b) in the measurement of the residual value which is expected to be paid or c) in the evaluation of a buy or extension option when is relatively certain that the particular option will not be exercised.

The lease liabilities include the net present value of the following:

  • Fixed leases (including the ones that are essentially fixed leases)
  • Variable leases which are not dependent on any indicator
  • Residual value which is expected to be paid
  • Exercise price of a buy option if the lessor is almost certain regarding the exercise of the option
  • Charges relating to the termination of a lease if the lessor selects the particular option.

The utilization rights relating to assets are initially being measured at cost and then are reduced by the amount of the cumulative amortization and impairment. Finally, they are adjusted after certain re-measurements of the respective lease liability take place. When the utilization rights relating to assets fulfill the definition of the investment property, then they are initially estimated according to their cost and subsequently according to their fair value. The initial measurement of the utilization rights for assets consists of the following:

  • The amount of the initial measurement of the lease liability
  • The payment of leases that occurred at the opening date or prior to this, reduced by the amount of the offered discounts or other incentives
  • The initial expenses which are directly linked to the lease payment
  • The recovery costs.

Each lease payment is allocated between the lease liability and the interest expense, which is charged against results throughout the entire leasing period, so that a fixed interest rate is achieved with regard to the balance of the financial liability in each period. The utilization right relating to an asset is amortized at the shortest period between the economic life of the asset and the term of its leasing, based on the straight line method.

b. New Accounting Standards, amendments of standards and Interpretation applied for subsequent periods

Title Applied for annual accounting
periods beginning on
Amendments to References to the Conceptual Framework of the Preparation of
Financial Statements (release on 29 March 2018)
1 January 2020
Amendments to IFRS 3 Business Combinations (release on 22 October 2018) 1 January 2020
Amendments to IAS 1 and IAS 8: Definition of "Material" (release on 31 October
2018)
1 January 2020
IFRS 17 «Insurance Contracts» 1 January 2021

The amendments applied mandatorily in the subsequent periods are not expected to have any material impact on the financial statements of the Company and the Group.

Significant assumptions and estimations

No significant changes occurred in the nature and amounts of assumptions / estimations that were utilized in subsequent periods apart from the adoption of IFRS 16. The major sources of uncertainty concern assumptions related to the following:

  • The definition of leases with regard to certain transactions;
  • The terms for the renewal of leasing contracts;
  • The determination of the discount rate.

4.8 FINANCIAL RISK MANAGEMENT

4.8.1 Capital Management

The Group's objectives as regards to management of capital, is to reassure the ability for the Group's smooth operation, aiming at providing satisfactory returns to shareholders and to maintain an ideal capital structure by reducing thus the cost of capital. The Group monitors its capital based on the leverage ratio. The leverage ratio is calculated by dividing net debt with total employed capital. Net debt is calculated as "Total debt" (including "short term and long-term debt" as presented in the Statement of Financial Position) minus "Cash and cash equivalents" and "financial assets at fair value through the profit and loss". The calculation of net debt does not include the purchase of treasury shares. Total employed capital is calculated as "Shareholders' Equity" as presented in the statement of financial position plus net debt. The leverage ratio on 30 June 2019 was as follows:

Group
Amounts in € 30.06.2019 31.12.2018
Total Debt 56,804,247 45,720,618
Minus
Cash & cash equivalents -27,275,725 -32,779,766
Financial assets available for sale 0 0
Financial assets at fair value through profit and loss -3,249,262 -1,415,190
Net Debt 26,279,261 11,525,662
Shareholders' Equity 225,440,989 221,924,459
Total Employed Capital 251,720,250 233,450,121
Leverage Ratio 10.44% 4.94%

4.8.2 Financial Instruments

The Group's financial instruments mainly consist of bank deposits, bank overdrafts, trade debtors and creditors, investments in securities, other liabilities.

The financial assets and liabilities during the date of the financial statements can be classified as follows:

Amounts in € Group Company
Non-current assets 30.06.2019 31.12.2018 30.06.2019 31.12.2018
Other long-term receivables 640,849 442,592 460,202 193,346
Total 640,849 442,592 460,202 193,346
Current assets
Trade receivables 104,160,402 94,640,764 49,211,638 41,495,554
Other receivables 5,563,684 3,788,784 17,895,617 17,769,862
Cash & cash equivalents 27,275,725 32,779,766 3,806,128 11,669,266
Financial assets at fair value through profit and loss 3,249,262 1,415,190 3,249,262 1,415,190
Total 140,249,072 132,624,504 74,162,644 72,349,872
Long-term Liabilities
Loans 40,500,000 38,000,000 40,500,000 38,000,000
Provisions and other long-term liabilities 520,405 541,804 0 0
Total 41,020,405 38,541,804 40,500,000 38,000,000
Short-term Liabilities
Suppliers 55,319,942 62,612,807 29,713,033 28,069,170
Other liabilities 16,993,376 6,365,807 17,292,862 7,822,071
Loans 16,304,247 7,720,618 3,000,000 3,000,000
Total 88,617,565 76,699,232 50,005,895 38,891,241

4.8.3 Definition of fair values

The following table presents the fixed assets measured at fair value, according to the measurement method. The different categories are as follows:

  • Published market prices (without amendment or adjustment) for the financial assets traded in active money markets (level 1)
  • Measurement or valuation techniques based directly on publicized market prices or calculated indirectly from publicized market prices for similar instruments (level 2).

• Measurement or valuation techniques that are not based on available information from current transactions in active money markets (level 3).

The financial assets measured at fair value during 30 June 2019 are as follows:

Assets Group
Level 1 Level 2 Level 3 Total
Tangible fixed assets 0 60,349,940 0 60,349,940
Investments in Property 0 1,097,416 0 1,097,416
Financial Assets at Fair Value through Profit and Loss 3,249,262 0 0 3,249,262
Assets Company
Level 1 Level 2 Level 3 Total
Tangible fixed assets 0 35,009,490 0 35,009,490
Investments in Property 0 190,146 0 190,146
Financial Assets at Fair Value through Profit and Loss 3,249,262 0 0 3,249,262

The fair value of own-use tangible fixed assets and investments in property is carried out by approved appraiser based on international rules and standards.

The fair value of financial assets traded on active markets (i.e. derivatives, equity, bonds, mutual funds), is defined based on the published prices in effect during the balance sheet date. A market is considered "Active" when there are available and revised prices in frequent intervals that are published by a stock exchange, broker, sector, rating agency or regulatory authority. Such financial instruments are included in level 1.

The fair value of financial assets not traded on active markets (i.e. over the counter derivative contracts) is defined using valuation techniques that are based primarily on available information for transactions carried out in active markets, while they use the least possible estimations by the entity. Such financial instruments are included in level 2.

If the valuation techniques are not based on available market information, then the financial instruments are included in level 3.

4.9 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS

4.9.1 Segment Reporting

For management purposes, the Group is organized in four basic business segments: Mass Market Cosmetics, Household Products, Other Sales and the Private Label Products. According to IFRS 8 – Operating Segments, the management monitors the operating results of the business segments separately with the objective to evaluate the performance and decision making as regards to the allocation of resources. The Group's results per segment are analyzed as follows:

For the period 01/01/2019 – 30/06/2019:

Commercial Activity Sectors Mass Market
Cosmetics
Household
Products
Other Sales Private Label
(Polipak)
Income from
associate
companies
Group Total
Income from external customers 77,257,112 66,348,807 18,976,448 9,606,790 0 172,189,157
Earnings before interest & tax (EBIT) 3,912,053 5,957,080 1,047,293 461,818 4,284,468 15,662,712
Interest income 20,485 17,592 5,032 2,547 0 45,656
Interest expenses
Earnings before tax
-353,987
4,305,254
-304,006
6,294,763
-86,949
1,143,874
-44,018
510,712
0
4,284,468
-788,960
16,539,070
Income tax 677,573 990,687 180,026 80,377 635,271 2,563,934
Earnings / losses after tax 3,627,681 5,304,075 963,848 430,335 3,649,197 13,975,136
Depreciation / amortization 2,272,377 1,951,529 558,158 592,202 0 5,374,265
Earnings before interest, tax, depreciation & amortization
(EBITDA) 6,184,430 7,908,609 1,605,450 1,054,020 4,284,468 21,036,977

For the period 01/01/2018 – 30/06/2018:

Commercial Activity Sectors Mass Market
Cosmetics
Household
Products
Other Sales Private Label
(Polipak)
Income from
associate
companies
Group Total
Income from external customers 74,139,207 57,718,459 19,494,389 8,921,717 160,273,771
Earnings before interest & tax (EBIT) 4,454,399 5,534,657 417,372 729,405 3,701,190 14,837,022
Interest income 30,218 23,525 7,946 3,636 0 65,325
Interest expenses -265,950 -207,046 -69,930 -32,004 0 -574,930
Earnings before tax 4,249,345 5,375,020 363,454 704,729 3,701,190 14,393,738
Income tax 627,414 793,620 53,664 104,053 713,336 2,292,087
Earnings / losses after tax 3,621,931 4,581,400 309,790 600,676 2,987,854 12,101,651
Depreciation / amortization 1,274,207 991,989 335,044 439,675 0 3,040,914
Earnings before interest, tax, depreciation & amortization
(EBITDA) 5,728,605 6,526,645 752,415 1,169,079 3,701,190 17,877,935

Notes

  • Income from associate companies refers to income from the company Elsa Cosmetics Ltd and its subsidiaries.

  • The calculation of financial income & expenses and depreciation, amortization has been proportionate based on the sales of each business activity of the Group. The calculation of income tax is based proportionately on the earnings before tax of each of the Group's business activity.

The allocation of consolidated assets and liabilities to the Group's business segments is analyzed as follows:

Group
Mass Market Cosmetics
Household Products Other Sales Private Label (Polipak)
30.06.2019 31.12.2018 30.06.2019 31.12.2018 30.06.2019 31.12.2018 30.06.2019 31.12.2018 30.06.2019 31.12.2018
Total Assets 390,931,984 354,703,896 175,401,730 156,245,741 150,635,912 134,525,204 43,083,437 44,747,035 21,810,906 19,185,917
Total Liabilities 162,666,331 130,074,975 72,984,450 57,297,540 62,679,423 49,332,310 17,926,966 16,409,375 9,075,492 7,035,749

4.9.2 Investments in associate companies

The consolidated financial statements of Sarantis Group incorporate the consolidated financial results of the company ELCA Cosmetics Ltd, based on the equity method.

The movement of the Group's participations in associate companies and joint ventures is analyzed as follows:

Group 30.06.2019 31.12.2018
Opening Balance 20,554,060 17,256,128
Share of profit of associates and
joint ventures 3,649,197 7,632,073
Dividends -4,900,000 -4,067,000
Other comprehensive income 0 -243,666
Foreign Exchange differences -59,176 -23,475
Ending Balance 19,244,081 20,554,060

4.9.3 Goodwill

The goodwill of the Group and the Company are analyzed as follows:

Amounts in Euros Group Company
Balance as at 1.1.2019 7,928,988 1,100,000
Additions / Reductions 0 0
Foreign exchange differences -6,644 0
Impairment 0 0
Balance as at 30.06.2019 7,922,345 1,100,000
Amounts in Euros Group Company
Balance as at 1.1.2018 7,194,613 1,100,000
Additions / Reductions 806,713 0
Foreign exchange differences -72,337 0
Impairment 0 0
Balance as at 31.12.2018 7,928,988 1,100,000

The goodwill additions result from the acquisitions realized by the Group within 2018.

4.9.4 Inventories

The inventories are analyzed as follows:

Group 30.06.2019 31.12.2018
Merchandise 64,283,425 52,286,194
Products 13,241,056 12,038,002
Raw Materials 16,261,511 14,828,628
Prepayments for stock purchase 753,303 1,434,255
Impairment due to obsolescence -1,341,275 -840,598
Total 93,198,019 79,746,481
Company 30.06.2019 31.12.2018
Merchandise 21,654,561 16,949,344
Products 12,052,064 11,287,142
Raw Materials 10,015,779 9,505,647
Prepayments for stock purchase
Impairment due to obsolescence
598,321
-623,619
1,233,535
-378,503

There is no pledge over the Group's and the Company's inventories.

4.9.5 Trade and other receivables

The trade receivables account is analyzed as follows:

Group 30.06.2019 31.12.2018
Trade receivables 88,552,596 86,510,585
Minus provisions -4,456,837 -4,644,059
Net trade receivables 84,095,758 81,866,526
Checks and notes receivable 22,464,643 15,174,238
Minus provisions -2,400,000 -2,400,000
Net checks and notes receivable 20,064,643 12,774,238
Total 104,160,402 94,640,764
Company 30.06.2019 31.12.2018
Trade receivables 32,540,286 32,031,390
Minus provisions -2,193,985 -2,341,955
Net trade receivables 30,346,301 29,689,434
Checks and notes receivable 21,265,337 14,206,120
Minus provisions -2,400,000 -2,400,000
Net checks and notes receivable 18,865,337 11,806,120
Total 49,211,638 41,495,554

The other receivables are analyzed as follows:

Group 30.06.2019 31.12.2018
Accounts receivable in legal contest 426,454 425,136
Sundry Debtors 3,266,727 3,621,577
Receivables from dividends 1,960,000 0
Short Term Lease Receivables 167,663 0
Accounts for management of prepayments & credits 54,423 52,336
Minus provisions -311,583 -310,266
Total 5,563,684 3,788,784

Company 30.06.2019 31.12.2018
Accounts receivable in legal contest 425,136 425,136
Sundry Debtors 496,660 540,655
Receivables from dividends 17,062,000 17,062,000
Short Term Lease Receivables 167,663 0
Accounts for management of prepayments & credits 54,423 52,336
Minus provisions -310,266 -310,266
Total 17,895,617 17,769,862

4.9.6 Cash & cash equivalents

Cash & cash equivalents represent cash in hand of the Group and company and bank deposits available at first demand, which are analyzed as follows:

Group 30.06.2019 31.12.2018
Cash in hand 411,345 295,354
Bank deposits 26,864,380 32,484,412
Total 27,275,725 32,779,766
Company 30.06.2019 31.12.2018
Cash in hand
Bank deposits
394,278.19
3,411,849
279,370
11,389,896

4.9.7 Financial Assets at Fair Value through Results

Group Company
30.06.2019 31.12.2018 30.06.2019 31.12.2018
Opening balance 1,415,190 2,978,000 1,415,190 2,978,000
Additions 1,607,826 3,171,319 1,607,826 3,171,319
Sales -513,536 -4,437,694 -513,536 -4,437,694
Fair value adjustments 739,782 -296,435 739,782 -296,435
Closing balance 3,249,262 1,415,190 3,249,262 1,415,190

The above items are placements with a short-term investment horizon that are traded on active markets.

4.9.8 Trade and other liabilities

The Company's and Group's trade and other liabilities are analyzed as follows:

Group 30.06.2019 31.12.2018
Suppliers 50,237,227 58,100,885
Checks payable 5,082,716 4,511,922
Total 55,319,942 62,612,807
Company 30.06.2019 31.12.2018
Suppliers 24,630,318 23,557,248
Checks payable 5,082,716 4,511,922
Total 29,713,033 28,069,170

The Company's and Group's other liabilities are analyzed as follows:

Group 30.06.2019 31.12.2018
Social Security Funds 1,309,089 1,810,879
Customer Prepayments 667,010 1,312,857
Long-term Liabilities payable in the following year 88,573 148,868
Dividends Payable 10,212,156 29,991
Sundry Creditors 4,716,548 3,063,212
Total 16,993,376 6,365,807
Company 30.06.2019 31.12.2018
Social Security Funds 537,370 1,271,364
Customer Prepayments 2,312,291 3,827,002
Short-term Liabilities towards Related Companies 483,500 483,500
Dividends Payable 10,020,854 29,991
Sundry Creditors 3,938,847 2,210,213
Total 17,292,862 7,822,071

4.9.9 Provisions and other long-term liabilities

The provisions and other long-term liabilities are analyzed as follows:

Group 30.06.2019 31.12.2018
Other provisions 418,275 401,465
Other long-term liabilities 102,130 140,339
Total 520,405 541,804

4.9.10 Loans

Loans are analyzed as follows:

Group Company
Short-term loans 30.06.2019 31.12.2018 30.06.2019 31.12.2018
Bank loans 16,304,247 7,720,618 3,000,000 3,000,000
Long-term loans
Bank loans 40,500,000 38,000,000 40,500,000 38,000,000
Total 56,804,247 45,720,618 43,500,000 41,000,000

The Group's bank loans concern loans for working capital and Bond Loans.

During the first half of 2019, an amount of 1.5 million Euro was repaid concerning a loan of initial amount 25 million Euro that had been granted to GR. SARANTIS S.A. from EBRD.

Furthermore, EUROBANK ERGASIAS S.A. granted a bond loan of 4 million Euro to GR. SARANTIS S.A..

4.9.11 Income Tax

Group Company
01.01 - 30.06.2019 01.01 - 30.06.2018 01.01 - 30.06.2019 01.01 - 30.06.2018
Tax for the period -2,658,845 -2,920,075 0 0
Deferred tax 94,911 627,988 -301,060 84,508
Total -2,563,934 -2,292,087 -301,060 84,508

With regard to the fiscal year 2018, the Company is subject to the tax audit of the Certified Auditors stipulated by the provisions of article 65A of Law 4174/2013. The audit is under progress and the relevant tax certificate is expected to be granted after the release of the annual financial statements for the period 01.01 - 30.06.2019. The Management of the Company does not expect the emergence of any significant tax obligations apart from those already depicted in the financial statements.

4.9.12 Financial Income / Expenses

The financial income / expenses are analyzed as follows:

Group 01.01 - 30.06.2019 01.01 - 30.06.2018
Interest Expense -788,960 -574,930
Interest Income 45,656 65,325
Foreign exchange differences 1,017,595 -305,940
Gain from sale of participations & securities 123,796 959,051
Loss from sale of participations & securities -11,907 -86,956
Other financial income/expense 490,178 -499,833
Σύνολο 876,359 -443,284
Company 01.01 - 30.06.2019 01.01 - 30.06.2018
Interest Expense -586,417 -432,757
Interest Income 6,363 2,382
Foreign exchange differences -12,902 -17,338
Gain from sale of participations & securities 123,796 959,051
Loss from sale of participations & securities -11,907 -86,956
Other financial income/expense 740,116 -332,747
Σύνολο 259,050 91,633

4.9.13 Share Capital

Share Capital
Number of Nominal value of
shares shares Share capital Share premium Total
30.06.2019 69,877,484 0.78 54,504,438 40,676,356 95,180,793
31.12.2018 69,877,484 0.78 54,504,438 40,676,356 95,180,793
31.12.2017 34,938,742 1.55 54,155,050 41,025,743 95,180,793

Following the decision of the Ordinary General Meeting of shareholders on 27/04/2018, the Company proceeded with a share capital increase by an amount of 349,387.42 Euros through the capitalization of reserves by 349,387.42 euros and the increase in the share's nominal value from 1.55 euro to 1.56 euro.

Following the aforementioned increase, the Company's share capital amounts to 54,504,437.52 euro divided to 34,938,742 common registered shares of nominal value 1.56 euro each.

Following, the General Meeting approved the decrease of the nominal value per share from 1.56 Euros to 0.78 Euros and the simultaneous increase of the total number of shares from 34,938,742 to 69,877,484 common registered shares (stock split).

The above new shares were distributed as bonus shares to the Company's shareholders based on the ratio one new common registered share for every one old common registered share.

4.9.14 Earnings per Share

Earnings per share were calculated according to the weighted average number of shares after the deduction of the weighted average number of treasury shares held by the Company.

Group
01.01 - 30.06.2019 01.01 - 30.06.2018 01.01 - 30.06.2019 01.01 - 30.06.2018
Earning (loss) per share corresponding to
the shareholders of the Company
13,652,993 11,837,952 1,940,889 2,127,556
Weighted average number of shares 67,145,884 68,421,134 67,145,884 68,421,134
Earnings per share (€ ) 0.2033 0.1730 0.0289 0.0311

4.9.15 Dividends

  • For the period ended on 30/06/2019:

The Ordinary General Meeting of shareholders during its meeting on 18.06.2019 approved the distribution of a dividend of 0.14311 Euros per share or a total amount of 10,000,036 Euros. According to the legislation in effect, the dividend that corresponded to 2,731,600 treasury shares of the Company increased the total dividend granted to other shareholders and therefore the total gross dividend per share accounted for 0.14893 Euros.

  • For the period ended on 30/06/2018:

The Ordinary General Meeting of shareholders during its meeting on 27.04.2018 approved the distribution of a dividend of 0.26905 Euros per share or a total amount of 9,400,423.76 Euros. According to the legislation in effect, the dividend that corresponded to 1,365,800 treasury shares of the Company increased the total dividend granted to other shareholders and therefore the total gross dividend per share accounted for 0.2800 Euros.

4.9.16 Treasury Shares

During the first half of 2019, the Company did not proceed with any purchase of treasury shares (own shares).

The share buy-back program, which was approved in accordance with the provisions of article 16 of Codified Law 2190/1920 of the Extraordinary General Meeting, which took place on the 9th of June 2016, has been completed. During the above program, pursuant to Regulations EU/596/2014 and EU/1052/2016, as well as any acceptable practice for servicing the legitimate purposes and uses allowed, the company purchased in total 2,731,600 own common registered shares (adjusted after split), which correspond to 3.91% of its share capital, at an average acquisition price of 4.59 Euro per share, paying a total of 12,528,913 Euros.

As of 30/06/2019, the Company held in total 2,731,600 treasury shares with nominal value of EUR 0.78 per share, corresponding to 3.91% of its share capital.

4.9.17 Table of Changes in Fixed Assets

4.9.17.1 Company

Land - fields Buildings, building
facilities and
technical projects
Investment
property
Machinery,
technical
installations and
other equipment
Vehicles Furniture and
other equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Acquisition cost 1.1.2018 7,767,072 32,720,432 203,660 12,363,377 918,673 10,173,692 135,660 22,974,067 87,256,632
Additions 6,000 230,847 0 1,669,972 168,695 1,062,224 165,758 77,418 3,380,915
Write-offs 0 0 0 -22,198 -25,150 -20,503 -86,160 0 -154,011
Cost of disposals 0 0 0 -46,177 -57,482 -51,001 0 0 -154,660
Values as at 31.12.2018 7,773,072 32,951,279 203,660 13,964,975 1,004,737 11,164,412 215,258 23,051,484 90,328,877

Land - fields Buildings, building
facilities and
technical projects
Investment
property
Machinery,
technical
installations and
other equipment
Vehicles Furniture and
other equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Depreciations 1.1.2018 0 14,436,992 13,514 8,300,292 786,538 7,058,304 0 4,063,480 34,659,120
Depreciations for the Period 0 1,172,322 0 688,612 34,059 795,448 0 1,201,633 3,892,074
Depreciations of write-offs 0 0 0 -7,624 -24,831 -16,085 0 0 -48,540
Depreciation of disposals 0 0 0 -44,737 -35,079 -44,972 0 0 -124,789
Depreciations 31.12.2018 0 15,609,315 13,514 8,936,543 760,686 7,792,695 0 5,265,113 38,377,866
Net book value as at 31.12.2018 7,773,072 17,341,964 190,146 5,028,432 244,050 3,371,717 215,258 17,786,371 51,951,011

Land - fields Buildings, building
facilities and
technical projects
Investment
property
Machinery,
technical
installations and
other equipment
Vehicles Furniture and
other equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Acquisition cost 1.1.2019 7,773,072 32,951,279 203,660 13,964,975 1,004,737 11,164,412 215,258 23,051,484 90,328,877
Additions 0 6,804 0 525,684 35,964 587,437 1,352,850 59,840 2,568,578
Reclassifications 0 42,690 0 43,245 0 4,402 -90,337 0 0
Write-offs 0 0 0 0 0 -120,960 0 0 -120,960
Cost of disposals 0 0 0 0 0 -214 0 0 -214
Values as at 30.06.2019 7,773,072 33,000,773 203,660 14,533,903 1,040,700 11,635,077 1,477,772 23,111,324 92,776,281
Land - fields Buildings, building
facilities and
technical projects
Investment
property
Machinery,
technical
installations and
other equipment
Vehicles Furniture and
other equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Depreciations 1.1.2019 0 15,609,315 13,514 8,936,543 760,686 7,792,695 0 5,265,113 34,659,120
Depreciations for the Period 0 587,137 0 407,916 25,503 451,185 0 598,818 2,070,559
Depreciations of write-offs 0 0 0 0 0 -119,073 0 0 -119,073
Depreciation of disposals 0 0 0 0 0 -98 0 0 -98
Depreciations 30.06.2019 0 16,196,452 13,514 9,344,459 786,189 8,124,707 0 5,863,932 40,329,253
Net book value as at 30.06.2019 7,773,072 16,804,321 190,146 5,189,444 254,511 3,510,370 1,477,772 17,247,393 52,447,029

4.9.17.2 Group

Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Acquisition cost 1.1.2018 8,288,396 35,875,128 542,018 24,782,675 2,237,798 10,921,969 614,329 44,600,044 127,862,356
Additions 1,011,207 1,522,489 0 4,124,267 360,531 1,277,865 4,567,577 18,812,955 31,676,891
Reclassifications 0 0 0 314,019 7,891 -1,169 -320,514 -228 0
Due to absorption of subsidiary 43,573 1,938,123 0 3,614,310 171,540 177,318 277,194 739,399 6,961,456
Revaluation 931,161 911,558 583,076 0 0 0 261,237 0 2,687,033
Write-offs 0 0 0 -83,751 -25,328 -28,337 -96,735 0 -234,151
Cost of disposals 0 0 0 -331,868 -283,845 -79,113 -198,569 -20,525 -913,921
Foreign exchange differences -23,282 6,523 -315 -163,580 -8,628 -4,318 -4,206 -210,848 -408,654
Values as at 31.12.2018 10,251,054 40,253,822 1,124,780 32,256,071 2,459,960 12,264,215 5,100,314 63,920,796 167,631,011
Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Depreciations 1.1.2018 0 15,376,875 13,514 14,602,890 1,720,130 7,663,359 0 8,362,043 47,738,811
Depreciations for the Period 0 1,308,339 0 1,983,548 178,378 829,986 0 2,119,523 6,419,774
Due to absorption of subsidiary 0 681,243 0 1,966,739 125,272 162,356 0 472,490 3,408,100
Revaluation 0 227,989 0 0 0 0 0 0 227,989
Depreciations of reclassifications 0 0 0 1,615 0 -1,387 0 -228 0
Depreciations of write-offs 0 0 0 -79,470 -25,009 -23,919 0 0 -128,399
Depreciation of disposals 0 0 0 -304,407 -224,069 -73,084 0 0 -601,560
Foreign exchange differences 0 10,199 0 -67,211 -5,876 -3,067 0 -49,801 -115,757
Depreciations 31.12.2018 0 17,604,645 13,514 18,103,704 1,768,826 8,554,244 0 10,904,027 56,948,959
Net book value as at 31.12.2018 10,251,054 22,649,177 1,111,266 14,152,367 691,134 3,709,971 5,100,314 53,016,769 110,682,052
Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Acquisition cost 1.1.2019 10,251,054 40,253,822 1,124,780 32,256,071 2,459,960 12,264,215 5,100,314 63,920,796 167,631,011
Additions 44 42,399 0 884,413 106,147 710,388 4,152,113 251,114 6,146,620
Reclassifications 0 1,907,179 0 1,294,042 9,587 35,501 -3,246,309 0 0
Write-offs 0 -4,658 0 -56,135 0 -330,797 0 0 -391,591
Cost of disposals 0 -53,862 0 -79,278 -61,806 -1,686 0 -260 -196,892
Land - fields Buildings, building
facilities and
technical projects
Investment property Machinery, technical
installations and
other equipment
Vehicles Furniture and other
equipment
Fixed assets under
construction and
prepayments
Intangible assets Total
Depreciations 1.1.2019 0 17,604,645 13,514 18,103,704 1,768,826 8,554,244 0 10,904,027 56,948,959
Depreciations for the Period 0 706,330 0 1,231,608 100,877 485,605 0 1,093,610 3,618,030
Depreciations of write-offs 0 -2,725 0 -35,511 0 -175,308 0 0 -213,544
Depreciations of disposal 0 -53,862 0 -80,449 -56,627 -69,666 0 -260 -260,866
Foreign exchange differences 0 63,697 0 222,337 12,694 13,208 0 18,785 330,722
Depreciations 30.06.2019 0 18,318,084 13,514 19,441,690 1,825,769 8,808,083 0 12,016,162 60,423,302
Net book value as at 30.06.2019 10,281,623 24,034,576 1,097,416 15,289,744 708,005 3,884,490 6,151,503 52,288,699 113,736,055

Foreign exchange differences 30,525 207,781 -13,851 432,320 19,886 14,950 145,385 133,212 970,209

Values as at 30.06.2019 10,281,623 42,352,660 1,110,929 34,731,433 2,533,774 12,692,573 6,151,503 64,304,861 174,159,356

The net book value of intangible assets within the Group at 30/06/2019 includes trademarks – rights amounting to 45.7 mil. euros (46.3 mil. euros at 31/12/2018) and software amounting to 6.6 mil. euros (6.7 mil.).

Correspondingly, the net book value of intangible assets within the Company at 30/06/2019 includes trademarks – rights amounting to 13.1 mil. euros (13.5 mil. euros at 31/12/2018) and software amounting to 4.1 mil. euros (4.3 mil.).

4.9.18 Number of Employees

The number of employees for the Group and Company is as follows:

Group Company
Regular employees 1,980 2,588 595 626
Day-wage employees 633 106 104 6
7
Total Employees 2,613 2,694 699 693

4.9.19 Legal Cases

There are no pending or under arbitration legal cases and decisions by judicial or arbitration bodies which may significantly affect the financial statements of the Group and the Company, apart from the case of Marinopoulos S.A., where the Company has a claim of 2.4 million Euros, which is included in the Company's provisions.

4.9.20 Contingent Liabilities

There are no contingent liabilities either in the Group or the Company.

4.9.21 Events after the Balance Sheet Date

  • Sarantis Group announced on July 30th 2019 that it has signed an agreement with Coty for the representation and distribution of Coty Luxury Cosmetics brands in the Greek selective market, starting from 1st September 2019.

The agreement involves the representation and distribution of the following brands:

BALENCIAGA, BOTTEGA VENETA, BURBERRY, CALVIN KLEIN, CHLOE, DAVIDOFF, ESCADA, GUCCI, HUGO BOSS, JIL SANDER, JOOP, LACOSTE, LANCASTER, MARC JACOBS, MIU MIU, NIKOS, PHILOSOPHY, ROBERTO CAVALLI, STELLA MCCARTNEY, and TIFFANY & CO.

  • Sarantis Group announced on July 30th 2019 the extension of its agreement with Estee Lauder Companies Inc. regarding ELCA Cosmetics Ltd. ELCA Cosmetics Ltd ("ELCA"), is a joint venture created in 2001 for the sale and distribution of beauty products in Greece, Romania, Bulgaria and Cyprus (the "Territory"). ELCA is owned by Sarantis Group (the "Group") which holds a 49% interest in the joint venture and The Estée Lauder Companies Inc. ("EL") which holds the remaining 51% interest. The acquisition cost amounted to 9.222 million GBP. 01.01 - 30.06.2019 01.01 - 30.06.2018 01.01 - 30.06.2019 01.01 - 30.06.2018

ELCA is based in Cyprus and fully owns the subsidiary companies ESTEE LAUDER HELLAS S.A., ΕSTEE LAUDER BULGARIA EOOD and ESTEE LAUDER ROMANIA Srl., based in Greece, Bulgaria and Romania respectively.

The Group and EL have agreed to amend the Shareholders Agreement governing ELCA to extend the term of the arrangement from June 30, 2021 to June 30, 2028. The parties have also agreed to expand the Territory to include Moldova.

Based on the new agreement, EL will have the right to increase its interest in ELCA to 100% by purchasing shares held by the Group, including the right to increase its stake based on the financial statements of ELCA at June 30th 2021, June 30th 2024 and June 30th 2027 for the 9%, 25% and 15% respectively.

  • Sarantis Group announced on August 13th 2109 that it completed the acquisition of LUKSJA, a Polish cosmetics brand specializing in the personal care products category.

More specifically, Sarantis Group signed an agreement for the acquisition of the LUKSJA trademark that until now belonged to the company PZ Cussons Plc. The acquisition is subject to approval of the Antimonopoly Committee.

LUKSJA is an award winning cosmetics brand boasting a 30-year history of successful presence in the Polish bath and shower market. LUKSJA holds the leading position in the branded bar soap, liquid soap, hand wash and bath foam categories.

LUKSJA products are highly recognized in the market for their high quality, unique fragrances and the constant new product development pipeline that addresses consumer needs and trends.

LUKSJA's FY 2018 sales amounted to 16 mil. euros.

As part of the deal, Sarantis Group will act as a distributor for other brands of PZ Cussons currently sold in CEE, including Morning Fresh, Carex, Original Source, etc. The estimated sales from the distribution business amounts to 6 mil. euros.

It is noted that no cost was assumed by Sarantis Group for the distribution business.

4.9.22 Transactions with Related Parties

The most significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are presented below.

Subsidiaries Company
Trade receivables 30.06.2019 31.12.2018
Sarantis Bulgaria LTD 165,130 108,171
Sarantis Romania S.A. 510,236 814,636
Sarantis Polska S.A. 997,840 426,494
Sarantis Czech Republic sro 713,533 763,938
Polipak SP.Z.O.O. 0 7,460
Sarantis Hungary Kft. 186,894 274,109
Sarantis Portugal LDA 1,088,255 1,142,773
Elode France SARL 21,240 19,506
Total 3,683,128 3,557,085
Grand Total Receivables 3,683,128 3,557,085
Trade Liabilities 30.06.2019 31.12.2018
Sarantis Belgrade D.O.O 1,093,859 1,647,316
Sarantis Skopje D.O.O 564,167 902,108
Sarantis Bulgaria LTD 1,859 0
Sarantis Polska S.A. 193,486 246,879
Sarantis Czech Republic sro 0 399
Polipak SP.Z.O.O. 608,808 454,131
Sarantis Hungary Kft. 0 670
Sarantis Portugal LDA 127 0
Sarantis France SARL 55,458 57,181
Total 2,517,763 3,308,683
Liabilities from loans 30.06.2019 31.12.2018
Liabilities from loans 30.06.2019 31.12.2018
Waldeck LTD 549,433 538,493
Total 549,433 538,493
Grand Total Liabilities 3,067,196 3,847,176

Income

Income from sale of merchandise 01.01 - 30.06.2019 01.01 - 30.06.2018
Sarantis Belgrade D.O.O 1,420,229 1,273,482
Sarantis Skopje D.O.O 331,571 320,459
Sarantis Bulgaria LTD 1,074,977 904,289
Sarantis Romania S.A. 2,995,375 2,956,868
Sarantis Polska S.A. 3,012,812 1,932,222
Sarantis Czech Republic sro 1,508,238 1,168,562
Sarantis Hungary Kft. 343,519 320,527
Sarantis Portugal LDA 506,321 544,114
Total 11,193,041 9,420,522
Other Income 01.01 - 30.06.2019 01.01 - 30.06.2018
Sarantis Belgrade D.O.O 55,523 32,763
Sarantis Banja Luca DOO 4,159 3,870
Sarantis Skopje D.O.O 12,481 9,191
Sarantis Bulgaria LTD 11,626 5,604
Sarantis Romania S.A. 42,101 33,340
Sarantis Polska S.A. 58,359 42,061
Sarantis Czech Republic sro 50,143 42,980
Polipak SP.Z.O.O. 13,700 24,495
Sarantis Hungary Kft. 19,162 19,787
Sarantis Portugal LDA 40,187 39,473
Total 307,441 253,565
Grand Total Income 11,500,482 9,674,088

Expenses and Purchases

Purchases of Merchandise - Services 01.01 - 30.06.2019 01.01 - 30.06.2018
Sarantis Belgrade D.O.O 5
3
14,288
Sarantis Bulgaria LTD 3,683 0
Sarantis Romania S.A. 12,827 29,756
Sarantis Polska S.A. 542,857 593,756
Polipak SP.Z.O.O. 1,579,897 1,682,913
Sarantis Hungary Kft. 8
2
893
Sarantis Portugal LDA 127 0
Total 2,139,526 2,321,607
Expenses – Interest 01.01 - 30.06.2019 01.01 - 30.06.2018
Waldeck LTD 10,939 10,939
Total 10,939 10,939
Grand Total Expenses 2,150,465 2,332,546

Table of Disclosures of Related Parties
Group Company
a) Income 0 11,500,482
b) Expenses 0 2,150,465
c) Receivables 0 3,683,128
d) Liabilities 0 3,067,196
e) Transactions and remuneration of senior executives and management 899,949 602,707
f) Receivables from senior executives and management 82,327 0
g) Liabilities towards senior executives and management 0 0
h) Receivables from affiliates 0 0
i) Payables to affiliates 17,447 17,447

4.9.23 Business Units and Geographical Analysis Tables

4.9.23.1 Breakdown by Business Unit

Turnover Analysis
SBU Turnover (€ mil) H1 '19 % H1 '18
Cosmetics 77.26 4.21% 74.14
% of Total 44.87% 46.26%
Own 50.85 -1.16% 51.45
% of SBU 65.82% 69.39%
Distributed 26.41 16.36% 22.69
% of SBU 34.18% 30.61%
Household Products 66.35 14.95% 57.72
% of Total 38.53% 36.01%
Own 65.95 15.45% 57.12
% of SBU 99.39% 98.96%
Distributed 0.40 -32.80% 0.60
% of SBU 0.61% 1.04%
Private Label 9.61 7.68% 8.92
% of Total 5.58% 5.57%
Other Sales 18.98 -2.66% 19.49
% of Total 11.02% 12.16%
Health Care Products 4.32 -9.39% 4.77
% of SBU 22.78% 24.47%
Selective 14.65 -0.47% 14.72
% of SBU 77.22% 75.53%
Total Turnover 172.19 7.43% 160.27

4 8
EBIT Analysis
SBU EBIT (€ mil) H1 '19 % H1 '18
Cosmetics 3.91 -12.18% 4.45
Margin 5.06% 6.01%
% of EBIT 24.98% 30.02%
Own 3.08 -20.41% 3.87
Margin 6.05% 7.51%
% of EBIT 19.64% 26.05%
Distributed 0.84 41.87% 0.59
Margin 3.16% 2.59%
% of EBIT 5.33% 3.97%
Household Products 5.96 7.63% 5.53
Margin 8.98% 9.59%
% of EBIT 38.03% 37.30%
Own 6.02 8.62% 5.54
Margin 9.13% 9.70%
% of EBIT 38.43% 37.34%
Distributed -0.06 -916.00% -0.01
Margin -15.24% -1.01%
% of EBIT -0.39% -0.04%
Private Label 0.46 -36.69% 0.73
Margin 4.81% 8.18%
% of EBIT 2.95% 4.92%
Other Sales 1.05 150.93% 0.42
Margin 5.52% 2.14%
% of EBIT 6.69% 2.81%
Health Care Products 0.53 1043.59% 0.05
Margin 12.37% 0.98%
% of EBIT 3.41% 0.32%
Selective 0.51 38.29% 0.37
Margin 3.50% 2.52%
% of EBIT 3.27% 2.50%
Income from Associated Companies 4.28 15.76% 3.70
% of EBIT 27.35% 24.95%
Total EBIT 15.66 5.57% 14.84
Margin 9.10% 9.26%

4.9.23.2 Geographical Breakdown

For administrative purposes, the Group monitors its operating results on a country-by-country basis. Operational costs are allocated in order to serve the evaluation of performance and the most effective decision-making.

Turnover Analysis
Country Turnover (€ mil) H1 '19 % Η1 '18
Greece 59.50 -0.82% 59.99
% of Total Turnover 34.55% 37.43%
Poland 27.37 -0.84% 27.60
Poland - Polipak 9.61 7.68% 8.92
Romania 24.80 8.86% 22.78
Bulgaria 6.20 0.10% 6.19
Serbia 8.92 4.14% 8.57
Czech Republic 10.54 1.78% 10.35
Slovakia 2.79 15.78% 2.41
Hungary 4.96 -1.72% 5.05
North Macedonia 1.98 -2.53% 2.03
Bosnia 1.33 -0.56% 1.34
Portugal 0.84 -1.72% 0.86
Ukraine 12.05 239.06% 3.55
Russia 1.31 107.25% 0.63
Foreign Countries Subtotal 112.69 12.37% 100.28
% of Total Turnover 65.45% 62.57%
Total Turnover 172.19 7.43% 160.27
EBIT Analysis
Country ΕΒΙΤ (€ mil) H1 '19 % Η1 '18
Greece 10.66 6.09% 10.05
% of Total Ebit 68.05% 67.71%
Poland 0.95 -26.05% 1.28
Poland-Polipak 0.46 -36.69% 0.73
Romania 1.42 -2.66% 1.46
Bulgaria 0.46 12.95% 0.41
Serbia 0.38 -31.37% 0.56
Czech Republic 0.80 25.09% 0.64
Slovakia 0.11 -49.52% 0.23
Hungary 0.05 116.66% -0.32
North Macedonia 0.24 -15.19% 0.28
Bosnia -0.14 4.68% -0.15
Portugal -0.20 9.52%
Ukraine 0.52
625.18%
-0.10
Russia -0.06 -2050.59% 0.00
Foreign Countries Subtotal 5.00 4.46% 4.79
% of Total Ebit 31.95% 32.29%
Total EBIT 15.66 5.57% 14.84

Marousi, 10 September 2018

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN OF THE BOARD THE GROUP'S CHIEF FINANCIAL OFFICER & BOARD MEMBER THE COMPANY'S FINANCE DIRECTOR THE ACCOUNTANT DIRECTOR GRIGORIS SARANTIS KYRIAKOS SARANTIS KONSTANTINOS ROZAKEAS ANASTASIA-STAVROULA LATSOU VASILIOS D. MEINTANIS ID No. Χ 080619/03 ID No. ΑΙ 597050/2010 ID No. ΑΚ 783631/13 ID No. ΑΑ 128208/05 ID No. ΑΒ 656347/06

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